Inter-American Dev 94HD Issue of Debt

  Inter-American Dev (94HD) - Issue of Debt

RNS Number : 0510P
Inter-American Development Bank
18 October 2012




                              PRICING SUPPLEMENT

                       Inter-American Development Bank

                             Global Debt Program

                                Series No: 381

                                  Tranche: 6

  INR 4,000,000,000 4.75 percent Notes due January 10, 2014 (the "Notes") as
from July 1, 2011 to be consolidated and form a single series with the Bank's
 INR 6,000,000,000 4.75 percent Notes due January 10, 2014 issued on January
10, 2011 (the "Series 381 Tranche 1 Notes"), with the Bank's INR 3,000,000,000
   4.75 percent Notes due January 10, 2014 issued on January 14, 2011 (the
"Series 381 Tranche 2 Notes"), with the Bank's INR 1,250,000,000 4.75 percent
Notes due January 10, 2014 issued on April 7, 2011 (the "Series 381 Tranche 3
 Notes"), with the Bank's INR 750,000,000 4.75 percent Notes due January 10,
  2014 issued on May 5, 2011 (the "Series 381 Tranche 4 Notes") and with the
  Bank's INR 1,000,000,000 4.75 percent Notes due January 10, 2014 issued on
               July 1, 2011 (the "Series 381 Tranche 5 Notes")

                                      

                       payable in United States Dollars

         Issue Price: 100.222 percent plus 281 days' accrued interest





Application has been made for the Notes to be admitted to the Official List of
   the United Kingdom Listing Authority and to trading on the London Stock
                       Exchange plc's Regulated Market





                                TD Securities



        The date of this Pricing Supplement is as of October 15, 2012

Terms used herein shall be deemed to be defined as such for the purposes of
the Terms and Conditions (the "Conditions") set forth in the Prospectus dated
January 8, 2001 (the "Prospectus") (which for the avoidance of doubt does not
constitute a prospectus for the purposes of Part VI of the United Kingdom
Financial Services and Markets Act 2000 or a base prospectus for the purposes
of Directive 2003/71/EC of the European Parliament and of the Council) which
are incorporated by reference into the Inter-American Development Bank's (the
"Bank") United Kingdom Listing Authority Listing Particulars dated August 7,
2012 (the "Listing Particulars"), and the Listing Particulars dated August 27,
2010, which are incorporated by reference into the Listing Particulars. This
Pricing Supplement must be read in conjunction with the Prospectus and the
Listing Particulars. This document is issued to give details of an issue by
the Bank under its Global Debt Program and to provide information supplemental
to the Prospectus and the Listing Particulars. Complete information in
respect of the Bank and this offer of the Notes is only available on the basis
of the combination of this Pricing Supplement, the Listing Particulars and the
Prospectus.

Terms and Conditions

The following items under this heading "Terms and Conditions" are the
particular terms which relate to the issue the subject of this Pricing
Supplement. These are the only terms which form part of the form of Notes for
such issue.

 1. (a) Series No.:    381                                    
         (b) Tranche No.:   6                                      
  2. Aggregate Principal       INR 4,000,000,000
          Amount:
                                    As from the Issue Date, the Notes will
                                    be consolidated and form a single
                                   series with the Series 381 Tranche 1   
                                    Notes, the Series 381 Tranche 2 Notes,
                                    the Series 381 Tranche 3 Notes, the
                                    Series 381 Tranche 4 Notes and the
                                    Series 381 Tranche 5 Notes.
  3. Issue Price:              INR 4,109,754,316.94, which is 100.222
                                    percent of the Aggregate Principal
                                    Amount plus the amount of INR
                                    145,874,316.94 of 281 days' accrued
                                    interest, inclusive. 
                                                                          
                                    The Issue Price will be payable in
                                    United States Dollars ("U.S.$" or
                                    "USD") in the amount of USD
                                    79,507,725.23 at the agreed INR Rate
                                    of INR 51.69 per one USD.
 4. Issue Date:               October 17, 2012                       
  5. Form of Notes             Registered only, as further provided
         (Condition 1(a)):         in paragraph 9(c) of "Other Relevant   
                                    Terms" below.
  6. Authorized                INR 50,000 and integral multiples
         Denomination(s)           thereof                                
          (Condition 1(b)):
  7. Specified Currency        The lawful currency of the Republic of
         (Condition 1(d)):         India ("Indian Rupee" or "INR"),       
                                    provided that all payments in respect
                                    of the Notes will be made in USD.
  8. Specified Principal       USD
         Payment Currency                                                 
          (Conditions 1(d) and
          7(h)):
  9. Specified Interest        USD
         Payment Currency                                                 
          (Conditions 1(d) and
          7(h)):
  10.  Maturity Date             January 10, 2014; provided that if the
          (Condition 6(a); Fixed    Rate Fixing Date (as defined below)
          Interest Rate):           for the scheduled Maturity Date is
                                    postponed due to an Unscheduled
                                    Holiday (as defined below), then the
                                   Maturity Date shall be five Relevant   
                                    Business Days after the later of (i)
                                    the applicable Rate Fixing Date and
                                    (ii) the date on which the INR Rate in
                                    respect of such Rate Fixing Date is
                                    obtained.
 11.  Interest Basis            Fixed Interest Rate (Condition 5(I))   
          (Condition 5):
 12.  Interest Commencement     January 10, 2012                       
          Date (Condition 5(III)):
  13.  Fixed Interest Rate       Condition 5(I) as amended and
          (Condition 5(I)):         supplemented below, shall apply to the
                                   Notes. The bases of the Calculation   
                                    of the Interest Amount, Interest
                                    Payment Dates and default interest are
                                    as set out below.
         (a)Interest Rate:       4.75 percent per annum                 
         (b)Business Day         Following Business Day Convention      
          Convention:
          (c)Fixed Rate Interest  Annually on each January 10 (for the
          Payment Date(s):          avoidance of doubt, as adjusted
                                    pursuant to the Business Day
                                   Convention specified above),           
                                    commencing on January 10, 2012 and
                                    ending on, and including, the Maturity
                                    Date.
          (d)Interest Period:     Each period from and including each
                                    Interest Payment Date to but excluding
                                    the next following Interest Payment
                                    Date; provided that the initial
                                    Interest Period will commence on and
                                    include the Interest Commencement
                                    Date, and the final Interest Period
                                   will end on but exclude the Maturity   
                                    Date.

                                    For the purposes of the calculation of
                                    the Interest Amount payable for any
                                    Interest Period, there shall be no
                                    adjustment pursuant to the Business
                                    Day Convention specified above.
         (e)Fixed Rate Day Count Actual/Actual (ICMA)                   
          Fraction(s):
          (f)Calculation of       As soon as practicable and in
          Interest Amount:          accordance with the procedure
                                    specified herein, the Calculation
                                    Agent will determine the INR Rate and
                                    calculate the Interest Amount with
                                    respect to each minimum Authorized
                                    Denomination for the relevant Interest
                                    Period.

                                    The Interest Amount with respect to
                                    any Interest Period shall be a USD
                                    amount calculated on the relevant Rate
                                    Fixing Date (as defined below) as
                                    follows:

                                    INR 2,375 per minimum Authorized
                                    Denomination
                                     divided by
                                    the INR Rate
                                                                          
                                    (and rounding, if necessary, the
                                    entire resulting figure to the nearest
                                    two decimal places, with USD 0.005
                                    being rounded upwards).

                                    The "INR Rate" means the rate
                                    determined by the Calculation Agent
                                    that is equal to the USD/INR spot rate
                                    at 1:00 p.m. Mumbai time, expressed as
                                    the amount of INR per one USD, for
                                    settlement in two Mumbai Business
                                    Days, reported on Reuters page RBIB
                                    (or such other page or service as may
                                    replace any such page for the purposes
                                    of displaying the USD/INR reference
                                    rate) at or around 1:30 p.m. Mumbai
                                    time on the Rate Fixing Date (such
                                    date, subject to adjustment as
                                    described below).
                                    The "Rate Fixing Date" means the date
                                    that is five Mumbai Business Days
                                    prior to the applicable Interest
                                    Payment Date or Maturity Date. If the
                                    scheduled date of the Rate Fixing Date
                                    (the "Scheduled Rate Fixing Date") is
                                    not a Mumbai Business Day, the Rate
                                    Fixing Date will be the first
                                    preceding day prior to the Scheduled
                                    Rate Fixing Date that is a Mumbai
                                    Business Day; provided that if the
                                    Scheduled Rate Fixing Date is an
                                    Unscheduled Holiday, then the Rate
                                    Fixing Date will be the first
                                    following day that is a Mumbai
                                    Business Day. Notwithstanding the
                                    preceding sentence, if the Rate Fixing
                                    Date has not occurred on or before the
                                    fourteenth consecutive day after the
                                   Scheduled Rate Fixing Date, then the   
                                    Rate Fixing Date will be the next day
                                    that would have been a Mumbai Business
                                    Day but for the Unscheduled Holiday.

                                    "Unscheduled Holiday" means a day that
                                    is not a Mumbai Business Day and that
                                    the market was not aware of such fact
                                    (by means of a public announcement or
                                    by reference to other publicly
                                    available information) until a time
                                    later than 9:00 a.m., Mumbai time, two
                                    Mumbai Business Days prior to the
                                    Scheduled Rate Fixing Date.

                                    "Mumbai Business Day" means a day
                                    (other than a Saturday or a Sunday) on
                                    which banks and foreign exchange
                                    markets are open for business in
                                    Mumbai.
                                    Fallback Provisions:

                                    Should no USD/INR reference rate
                                    appear on Reuters page RBIB (or on
                                    such replacement page as described
                                    above) on the Rate Fixing Date, then
                                    the USD/INR reference rate for such
                                    Rate Fixing Date shall be determined
                                   by the Calculation Agent by requesting 
                                    quotations for the mid USD/INR spot
                                    foreign exchange rate at or about 1:00
                                    p.m. Mumbai time on the first Mumbai
                                    Business Day following the Rate Fixing
                                    Date from five banks active in the
                                    USD/INR currency and foreign exchange
                                    markets (such banks, the "Reference
                                    Banks") as selected by the Calculation
                                    Agent.
                                    If five or four quotations are
                                    provided as requested, the USD/INR
                                    reference rate will be the arithmetic
                                    mean (rounded to the nearest .01 INR,
                                    0.005 being rounded upwards) of the
                                    remaining three or two such
                                    quotations, as the case may be, for
                                    such rate provided by the Reference
                                    Banks, after disregarding the highest
                                    such quotation and the lowest such
                                    quotation (provided that, if two or
                                    more such quotations are the highest
                                    such quotations, then only one of such
                                    quotations shall be disregarded, and
                                    if one or more such quotations are the
                                    lowest quotations, then only one of
                                    such lowest quotations will be
                                    disregarded).

                                    If only three or two such quotations
                                    are provided as requested, the USD/INR
                                    reference rate shall be determined as
                                   described above except that the        
                                    highest and lowest quotations will not
                                    be disregarded.

                                    If only one or no such quotations are
                                    provided as requested, or if the
                                    Calculation Agent determines in its
                                    sole discretion that no suitable
                                    Reference Banks active in the USD/INR
                                    currency or foreign exchange markets
                                    will provide quotes, the Calculation
                                    Agent shall be entitled to calculate
                                    the USD/INR reference rate acting in
                                    good faith in a commercially
                                    reasonable manner, having taken into
                                    account relevant market practice, by
                                    reference to such additional sources
                                    as it deems appropriate; and in such
                                    case the Calculation Agent shall
                                    notify the Bank and the Global Agent
                                    as soon as reasonably practicable that
                                    the USD/INR reference rate is to be so
                                    determined.
         (g)Calculation Agent:   See "8. Identity of Calculation Agent" 
                                    under "Other Relevant Terms"
          (h)Notification:        If the Interest Amount payable on any
                                    Fixed Rate Interest Payment Date or
                                    the Redemption Amount, as the case may
                                    be, is calculated in any manner other
                                    than by utilizing the USD/INR
                                    reference rate that appears on Reuters
                                   page RBIB (or on such replacement page 
                                    as described above), the Global Agent
                                    on behalf of the Bank shall give
                                    notice as soon as reasonably
                                    practicable to the Noteholders in
                                    accordance with Condition 14
                                    (Notices).
 14.  Relevant Financial        Mumbai, London and New York            
          Center:
 15.  Relevant Business Day:    Mumbai, London and New York            
  16.  Redemption Amount         The Redemption Amount with respect to
          (Condition 6(a)):         each Authorized Denomination will be a
                                    USD amount calculated by the
                                    Calculation Agent with respect to the
                                    Maturity Date as follows:

                                    Authorized Denomination
                                     divided by
                                    the INR Rate

                                    (and rounding, if necessary, the
                                    entire resulting figure to the nearest
                                   2 decimal places, with USD 0.005 being 
                                    rounded upwards).

                                    Payment of the Redemption Amount will
                                    occur on the scheduled Maturity Date
                                    or, if later in the event of any such
                                    adjustment described above, on the
                                    date that is five Relevant Business
                                    Days after the Rate Fixing Date upon
                                    which the INR Rate is actually
                                    obtained, with no accrued interest
                                    payable in respect of any postponement
                                    described above.
  17.  Issuer's Optional         No
         Redemption                                                       
          (Condition 6(e)):
  18.  Redemption at the Option  No
         of the                                                           
          Noteholders (Condition
          6(f)):
  19.  Early Redemption Amount   In the event the Notes become due and
          (including accrued        payable as provided in Condition 9
          interest, if applicable)  (Default), the Early Redemption Amount
          (Condition 9):            with respect to each Authorized
                                    Denomination will be a USD amount
                                    equal to the Redemption Amount that is
                                    determined in accordance with "16.
                                    Redemption Amount" plus accrued and
                                   unpaid interest, if any, as determined 
                                    in accordance with "13. Fixed Interest
                                    Rate (Condition 5(I))"; provided, that
                                    for purposes of such determination,
                                    the "Rate Fixing Date" shall be the
                                    date that is five Mumbai Business Days
                                    prior to the date upon which the Notes
                                    become due and payable as provided in
                                    Condition 9 (Default).
 20.  Governing Law:            New York                               
21.    Selling Restrictions:
          (a)United States:       Under the provisions of Section 11(a) of
                                    the Inter-American Development Bank Act,
                                    the Notes are exempted securities within
                                    the meaning of Section 3(a)(2) of the U.S.
                                    Securities Act of 1933, as amended, and
                                    Section 3(a)(12) of the U.S. Securities
                                    Exchange Act of 1934, as amended.
          (b)United Kingdom:      The Dealer agrees that it has complied and
                                    will comply with all applicable provisions
                                    of the Financial Services and Markets Act
                                    2000 with respect to anything done by it
                                    in relation to the Notes in, from or
                                    otherwise involving the United Kingdom.
          (c)India:               The distribution of this Pricing
                                    Supplement and the offering and sale of
                                    the Notes in India is restricted by law.
                                    Persons into whose possession this Pricing
                                    Supplement comes are required to inform
                                    themselves about and to observe any such
                                    restrictions. This Pricing Supplement does
                                    not constitute, and may not be used for or
                                    in connection with, an offer or
                                    solicitation by anyone in India. No person
                                    in India (resident or otherwise) or any
                                    person regulated in India (such as foreign
                                    institutional investors registered with
                                    the Securities and Exchange Board of
                                    India) as defined under applicable
                                    regulations in India, are, directly or
                                    indirectly, eligible to buy, sell or deal
                                    in the Notes and shall not be eligible to
                                    participate in this offering or directly
                                    or indirectly derive any ownership,
                                    economic or other benefits from or in such
                                    Notes.
          (d)General:             No action has been or will be taken by the
                                    Issuer that would permit a public offering
                                    of the Notes, or possession or
                                    distribution of any offering material
                                    relating to the Notes in any jurisdiction
                                    where action for that purpose is
                                    required. Accordingly, the Dealer agrees
                                    that it will observe all applicable
                                    provisions of law in each jurisdiction in
                                    or from which it may offer or sell Notes
                                    or distribute any offering material.
Other Relevant Terms
1.   Listing:                  Application has been made for the Notes to
                                    be admitted to the Official List of the
                                    United Kingdom Listing Authority and to
                                    trading on the London Stock Exchange plc's
                                    Regulated Market with effect from the
                                    Issue Date.
2.   Details of Clearance      Euroclear and Clearstream
          System Approved by the
          Bank and the Global Agent
          and Clearance and
          Settlement Procedures:
3.   Syndicated:               No
4.   Commissions and           1.375% of the Aggregate Principal Amount
          Concessions:
5.   Estimated Total Expenses: None. The Dealer has agreed to pay for
                                    all material expenses related to the
                                    issuance of the Notes.
6.   Codes:
          (a)Common Code:         057395729
          (b)ISIN:                XS0573957296
7.   Identity of Dealer:       The Toronto-Dominion Bank
8.   Identity of Calculation   The Toronto-Dominion Bank, Toronto
          Agent:
                                    In relation to the Rate Fixing Date, as
                                    soon as is reasonably practicable after
                                    the determination of the INR Rate in
                                    relation thereto, on the date on which the
                                    relevant INR Rate is to be determined (or,
                                    if such date is not a Relevant Business
                                    Day, then on the next succeeding Relevant
                                    Business Day), the Calculation Agent shall
                                    notify the Issuer and the Global Agent of
                                    the INR Rate, and the Interest Amount, and
                                    the Redemption Amount or Early Redemption
                                    Amount, as the case may be, in relation
                                    thereto.

                                    All determinations of the Calculation
                                    Agent shall (in the absence of manifest
                                    error) be final and binding on all parties
                                    (including, but not limited to, the Bank
                                    and the Noteholders) and shall be made in
                                    its sole discretion in good faith and in a
                                    commercially reasonable manner in
                                    accordance with a calculation agent
                                    agreement between the Bank and the
                                    Calculation Agent.
9.   Provision for Registered
          Notes:
          (a)Individual           No
          Definitive Registered
          Notes Available on Issue
          Date:
          (b)DTC Global Note(s):  No
          (c)Other Registered     Yes, issued in accordance with the Global
          Global Notes:             Agency Agreement, dated January 8, 2001,
                                    among the Bank, Citibank, N.A., as Global
                                    Agent, and the other parties thereto.



General Information

Additional Information regarding the Notes

1. The EU has adopted a Directive regarding the taxation of savings
income (the "Savings Directive"). The Savings Directive requires Member
States (as defined below) to provide to the tax authorities of other Member
States details of payments of interest and other similar income paid by a
person to an individual in another Member State, except that Austria and
Luxembourg will instead impose a withholding system for a transitional period
unless during such period they elect otherwise.

The Bank undertakes that it will ensure that it maintains a paying agent in a
country which is a member of the European Union (a "Member State") that will
not be obliged to withhold or deduct tax pursuant to the Savings Directive.

2. United States Tax Matters

A) United States Internal Revenue Service Circular 230 Notice: To ensure
compliance with Internal Revenue Service Circular 230, prospective investors
are hereby notified that: (a) any discussion of U.S. federal tax issues
contained or referred to in this Pricing Supplement, the Prospectus or any
other document referred to herein is not intended or written to be used, and
cannot be used, by prospective investors for the purpose of avoiding penalties
that may be imposed on them under the United States Internal Revenue Code; (b)
such discussions are written for use in connection with the promotion or
marketing of the transactions or matters addressed herein; and (c) prospective
investors should seek advice based on their particular circumstances from an
independent tax advisor.

B) The "Tax Matters" section of the Prospectus and any tax disclosure in this
pricing supplement is of a general nature only, is not exhaustive of all
possible tax considerations and is not intended to be, and should not be
construed to be, legal, business or tax advice to any particular prospective
investor. Each prospective investor should consult its own tax advisor as to
the particular tax consequences to it of the acquisition, ownership, and
disposition of the Notes, including the effects of applicable U.S. federal,
state, and local tax laws and non-U.S. tax laws and possible changes in tax
laws.

C) Due to a change in law since the date of the Prospectus, the second
paragraph of "-Payments of Interest" under the United States Holders section
should be read as follows: "Interest paid by the Bank on the Notes constitutes
income from sources outside the United States but will, depending on your
circumstances, be "passive" or "general" income for purposes of computing the
foreign tax credit."

D) Due to a change in law since the date of the Prospectus, the fourth
paragraph of "-Purchase, Sale and Retirement of the Notes" under the United
States Holders section should be read as follows: "Capital gain of a
noncorporate United States holder that is recognized in taxable years
beginning before January 1, 2013 is generally taxed at a maximum rate of 15%
where the holder has a holding period greater than one year."

3. Noteholders should consult their own tax advisors concerning the
consequences of owning the Notes in their particular circumstances under the
Internal Revenue Code and the laws of any other taxing jurisdiction.

4. Additional Investment Considerations:

The Notes offered by this Pricing Supplement are complex financial instruments
and may not be suitable for certain investors. Investors intending to purchase
the Notes should consult with their tax and financial advisors to ensure that
the intended purchase meets the investment objective before making such
purchase.

There are various risks associated with the Notes including, but not limited
to, exchange rate risk, price risk and liquidity risk. Investors should
consult with their own financial, legal and accounting advisors about the
risks associated with an investment in these Notes, the appropriate tools to
analyze that investment, and the suitability of the investment in each
investor's particular circumstances. Holders of the Notes should also consult
with their professional tax advisors regarding tax laws applicable to them.

The Bank will hedge its obligations under the Notes by entering into a swap
transaction with an affiliate of the Dealer as swap counterparty. Assuming no
change in market conditions or any other relevant factors, the price, if any,
at which the Dealer or another purchaser might be willing to purchase Notes in
a secondary market transaction is expected to be lower, and could be
substantially lower, than the original issue price of the Notes. This is due
to a number of factors, including that (i) the potential profit to the
secondary market purchaser of the Notes may be incorporated into any offered
price and (ii) the cost of funding used to value the Notes in the secondary
market is expected to be higher than our actual cost of funding incurred in
connection with the issuance of the Notes. In addition, the original issue
price of the Notes included, and secondary market prices are likely to
exclude, the projected profit that our swap counterparty or its affiliates may
realize in connection with this swap. Further, as a result of dealer
discounts, mark-ups or other transaction costs, any of which may be
significant, the original issue price may differ from values determined by
pricing models used by our swap counterparty or other potential purchasers of
the Notes in secondary market transactions.

Payment of each Interest Amount and the Redemption Amount will be based on the
INR Rate, which is a measure of the rate of exchange between the Indian Rupee
and the USD. Currency exchange rates are volatile and will affect the
holder's return. In addition, the government of India can from time to time
intervene in the foreign exchange market. These interventions or other
governmental actions could adversely affect the value of the Notes, as well as
the yield (in USD terms) on the Notes and the amount payable at maturity or
upon acceleration. Even in the absence of governmental action directly
affecting currency exchange rates, political or economic developments in India
or elsewhere could lead to significant and sudden changes in the exchange rate
between the Indian Rupee and the USD.

The Indian Rupee is an emerging market currency. Emerging market currencies
may be subject to particularly substantial volatility, as well as to
government actions including currency controls, devaluations and other matters
which could materially and adversely affect the value of the Notes.

The methodologies for determining the INR Rate may result in a Redemption
Amount (or Early Redemption Amount, as the case may be) of the Notes, or an
Interest Amount on the Notes, being significantly less than anticipated or
less than what an alternative methodology for determining the INR-USD exchange
rate would yield.



INTER-AMERICAN DEVELOPMENT BANK





By:


Name: Edward Bartholomew

Title: Chief Financial Officer and General Manager,

 Finance Department





                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


IODUWABRUOARAAA -0- Oct/18/2012 17:16 GMT
 
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