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Inter-American Dev 94HD Issue of Debt



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

RNS Number : 5864P
Inter-American Development Bank
25 October 2012
 



                              PRICING SUPPLEMENT

                       Inter-American Development Bank

                             Global Debt Program

                                Series No: 381

                                  Tranche: 7

  INR 1,000,000,000 4.75 percent Notes due January 10, 2014 (the "Notes") as
  from October 25, 2012 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"),
  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") and with the Bank's
 INR 4,000,000,000 4.75 percent Notes due January 10, 2014 issued on October
                 17, 2012 (the "Series 381 Tranche 6 Notes")

                                       

                       payable in United States Dollars

         Issue Price: 100.465 percent plus 289 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 22, 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.:      7
  2.      Aggregate Principal Amount:  INR  1,000,000,000

                                       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, the Series
                                       381 Tranche 5 Notes and the Series 381
                                       Tranche 6 Notes.
  3.      Issue Price:                 INR 1,042,156,830.60, which is 100.465
                                       percent of the Aggregate Principal
                                       Amount plus the amount of INR
                                       37,506,830.60 of 289 days' accrued
                                       interest, inclusive.  
 
                                       The Issue Price will be payable in
                                       United States Dollars ("U.S.$" or
                                       "USD") in the amount of USD
                                       19,707,958.22 at the agreed INR Rate of
                                       INR 52.88 per one USD.
  4.      Issue Date:                  October 25, 2012
  5.      Form of Notes                Registered only, as further provided in
          (Condition 1(a)):            paragraph 9(c) of "Other Relevant
                                       Terms" below.
  6.      Authorized Denomination(s)   INR 50,000 and integral multiples
          (Condition 1(b)):            thereof
  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 Payment  USD
          Currency
          (Conditions 1(d) and 7(h)):
  9.      Specified Interest Payment   USD
          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) for
          Interest Rate):              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 Date    
          (Condition 5(III)):
                                       January 10, 2012
  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, 2013 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 Interest As soon as practicable and in
          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 Center:   Mumbai, London and New York
  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 Redemption No
          (Condition 6(e)):
  18.     Redemption at the Option of  No
          the
          Noteholders (Condition
          6(f)):
  19.     Early Redemption Amount      In the event the Notes become due and
          (including accrued interest, payable as provided in Condition 9
          if applicable) (Condition    (Default), the Early Redemption Amount
          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 System  Euroclear and Clearstream
          Approved by the Bank and the
          Global Agent and Clearance
          and Settlement Procedures:
3.        Syndicated:                  No
4.        Commissions and Concessions: 1.125% of the Aggregate Principal
                                       Amount
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 Definitive   No
          Registered Notes Available
          on Issue Date:
          (b)  DTC Global Note(s):     No
          (c)  Other Registered Global Yes, issued in accordance with the
          Notes:                       Global Agency Agreement, dated January
                                       8, 2001, among the Bank, Citibank,
                                       N.A., as Global Agent, and the other
                                       parties thereto.

 

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
 
 
IODUVONRUUARUAA -0- Oct/25/2012 16:34 GMT
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