RNS Number : 3266Z
Inter-American Development Bank
25 May 2016
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No. 548
Tranche No. 2
NZD125,000,000 3.50 per cent. Notes due 15 May 2021 (the "Notes") as from
24 May 2016 to be consolidated and form a single series with the Bank's NZD175,000,000 3.50 per cent. Notes due 15 May 2021,
issued on 28 January 2016 (the "Series 548 Tranche 1 Notes")
Issue Price: 103.149702 per cent. plus 0.085598 per cent. accrued interest
National Australia Bank Limited (ABN 12 004 044 937)
Bank of New Zealand
ANZ Bank New Zealand Limited
The Toronto-Dominion Bank
The date of this Pricing Supplement is 20 May 2016.
No application has been made to list the Notes on any stock exchange.
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). This Pricing Supplement ("Pricing Supplement") must be
read in conjunction with the Prospectus. This document is issued to give details of an issue by the Inter-American
Development Bank (the "Bank") under its Global Debt Program and to provide information supplemental to
the Prospectus. 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 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.
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1.
(a) Series No.:
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548
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(b) Tranche No.:
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2
As from the Issue Date, the Notes will be consolidated and form a single series with the
Series 548 Tranche 1 Notes
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2. Aggregate Principal Amount:
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NZD125,000,000
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3. Issue Price:
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NZD129,044,124.78, which amount represents the sum of (a) 103.149702 per cent. of the
Aggregate Principal Amount plus (b) the accrued interest from and including 15 May 2016
to but excluding the Issue Date (9 Days)(in the amount of NZD106,997.28)
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4. Issue Date:
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24 May 2016
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5. Form of Notes
(Condition
1(a)):
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Registered only, as further provided in paragraph 8(c) of "Other Relevant Terms"
below
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6. Authorized Denomination(s)
(Condition
1(b)):
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Outside New Zealand, NZD1,000 and integral multiples thereof
Within New Zealand, NZD100,000 and integral multiples of NZD10,000 in excess thereof
(subject to the selling restrictions set forth in Item 20 below and a minimum subscription of NZD750,000)
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7. Specified Currency
(Condition
1(d)):
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New Zealand Dollars ("NZD"), being the lawful currency of New
Zealand
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8. Specified Principal Payment
Currency
(Conditions 1(d) and
7(h)):
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NZD
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9. Specified Interest Payment
Currency
(Conditions 1(d) and
7(h)):
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NZD
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10. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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15 May 2021
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11. Interest Basis
(Condition
5):
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Fixed Interest Rate (Condition 5(I))
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12. Interest Commencement Date
(Condition 5(III)):
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15 May 2016
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13. Fixed Interest Rate (Condition
5(I)):
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(a) Interest Rate:
(b) Fixed Rate Interest Payment
Date(s):
(c) Fixed Rate Day Count Fraction(s):
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3.50 per cent. per annum
Semi-annually in arrear on 15 May and 15 November in each year and the Maturity Date,
commencing with a coupon payment on 15 November 2016
Each Interest Payment Date is subject to adjustment in accordance with the Following
Business Day Convention with no adjustment to the amount of interest otherwise calculated
RBNZ Bond Basis, being one divided by the number of Fixed Rate Interest Payment Dates in a
year. For amounts paid other than on and/or calculated in respect of dates other than Fixed Rate Interest Payment
Dates: Actual/Actual (ICMA)
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14. Relevant Financial Center:
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Auckland and Wellington
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15. Relevant Business Day:
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Auckland and Wellington
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16. Issuer's Optional Redemption
(Condition 6(e)):
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No
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17. Redemption at the Option of the Noteholders
(Condition 6(f)):
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No
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18. Early Redemption Amount (including accrued
interest, if applicable)
(Condition 9):
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100 per cent. per Authorized Denomination plus accrued interest
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19. Governing law:
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New York
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20. Selling Restrictions:
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The following should be read in conjunction with the more complete description contained in
Exhibit D to the Standard Provisions dated January 8, 2001, which are incorporated by reference into the Terms
Agreement.
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.
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United Kingdom:
The Dealer represents and 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 such Notes
in, from or otherwise involving the United Kingdom.
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New Zealand:
Each Dealer agrees that no product disclosure statement or other disclosure document in
respect of the Notes has been, nor will be, registered or prepared under, or for the purposes of, the New Zealand
Financial Markets Conduct Act 2013 (the "FMC Act"). Accordingly, the Notes may not be offered in
a manner that makes the Notes subject to a regulated offer within the meaning of that Act. Without limitation, no person
may (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy, or sell or
transfer the Notes, or distribute any product disclosure statement or any other advertisement or offering material
relating to the Notes in New Zealand, or to any resident of New Zealand, except that the Notes may be offered, sold or
transferred:
(i) to "wholesale investors" as that term
is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the FMC Act, being a person who is:
(aa) an "investment business";
(bb) "large"; or
(cc) a "government agency",
in each case as defined in Schedule 1 to the FMC Act; and
(ii) in other circumstances where there is no
contravention of the FMC Act
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provided that Notes may not be offered or transferred to any "eligible investors" (as
defined in the FMC Act) or any person that meets the investment activity criteria specified in clause 38 of Schedule 1 to
the FMC Act.
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, each of the Dealers 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.
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21. Amendment to
Conditions:
In Condition 7(a)(i), the definition of "Record Date"
shall be amended by replacing the word "fifteenth"
with the word "tenth".
Other Relevant Terms
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1. Listing (if yes, specify Stock
Exchange):
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Unlisted.
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2. Details of Clearance System Approved by
the Issuer and the Global Agent and Clearance and Settlement Procedures:
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The NZClear system operated by the Reserve Bank of New Zealand ("NZClear")
Subject to the rules of the relevant clearing and settlement system, Investors may elect to
hold interests in the Notes (i) directly through NZClear, (ii) indirectly through Euroclear or Clearstream, Luxembourg if
they are participants in such systems, or (iii) indirectly through organizations which are participants in any of such
systems. The Issuer has been advised that Euroclear and Clearstream, Luxembourg will hold interests on behalf of
their participants through customers' securities accounts in their respective names on the books of their respective New
Zealand sub-custodians, which in turn will hold such interests in customers' securities accounts in the names of the New
Zealand sub-custodians on the books of NZClear. Participants in any of such systems should contact the relevant
clearing system(s) if they have any questions in relation to clearing, settlement and cross-market transfers and/or
trading.
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3. Syndicated:
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No
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4. If Syndicated:
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Not Applicable
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5. Commissions and Concessions:
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0.03% of the principal amount on a yield basis (being NZD175,956.25), comprised of a
combined management, underwriting and selling concession
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6. Codes:
(a) Common Code:
(b) ISIN:
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134971967
NZIDBDT003C5
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7. Identity of Dealer:
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National Australia Bank Limited
Bank of New Zealand, ANZ Bank New Zealand Limited and The Toronto-Dominion Bank have been
appointed to facilitate the secondary distribution of the Notes
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8. Provisions for Registered
Notes:
(a) Individual Definitive Registered Notes
Available on Issue Date:
(b) DTC Global Note(s):
(c) Other Registered Global Notes:
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No
No
Yes, one
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9. Agent for Notes:
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The Paying Agent, Registrar, Transfer Agent, Custodian and Calculation Agent for the Notes
shall be:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland
New Zealand
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10. Additional Risk Factors:
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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 that 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.
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General Information
New Zealand Withholding Tax Considerations
The following is a summary of the New Zealand withholding tax treatment at the date of this Pricing
Supplement of payments of principal and interest on Notes. This summary addresses the New Zealand withholding tax treatment
of payments of principal and interest to holders of Notes. It does not address all New Zealand tax issues (including income
tax issues) which may be relevant to holders of Notes.
Prospective holders of a Note (including prospective holders of a beneficial interest in a Note)
should seek independent advice on the New Zealand tax implications applicable to them.
To the extent that a beneficial interest in a Note is held by a New Zealand resident, payments of
principal and/or interest by the Issuer should not be subject to New Zealand resident withholding tax, provided that:
(1) the Issuer (and any other related entity through which the payments of principal and/or
interest are made) continues to be a non-New Zealand resident, and does not carry on a taxable activity in New Zealand through a
fixed establishment in New Zealand; and
(2) if Computershare Investor Services Limited (or any other third party) receives principal
and/or interest payments on behalf of or as agent of the holder of that beneficial interest, the holder has provided
Computershare Investor Services Limited (or the other third party) with a copy of a valid certificate of exemption from New
Zealand resident withholding tax prior to the payment being made, and that certificate of exemption remains valid at the time the
payment is made.
To the extent that a beneficial interest in a Note is held by a non-New Zealand resident, payments
of principal and/or interest on that Note by the Issuer should not be subject to New Zealand withholding tax.
Important Definitions: For the purposes of these New Zealand withholding
tax considerations, a "New Zealand resident" is a person who is resident in New Zealand for New Zealand income tax purposes or
carrying on business in New Zealand through a fixed establishment in New Zealand, and a "non-New Zealand resident" is a person
who is neither resident in New Zealand for New Zealand income tax purposes nor carrying on business in New Zealand through a
fixed establishment in New Zealand.
New Zealand Register
The Register will be maintained pursuant to the Registry Services Agreement entered into with
Computershare Investor Services Limited as Registrar for the Notes of this Series.
INTER-AMERICAN DEVELOPMENT BANK
By:__________________________________
Name: Gustavo De Rosa
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
IODUVONRNAAVUAR