Final Results
Source: RNSFOR IMMEDIATE RELEASE
Kiyv, Ukraine, 29 July 2020
Ukraine, represented by the Minister of Finance of Ukraine
Switch Tender Offer Final Results
Ukraine, represented by the Minister of Finance of Ukraine (the "Offeror") previously announced an offer to purchase for cash (the "Tender Offer") the outstanding U.S.$1,409,282,000 7.75 per cent. Notes due 2021 (the "2021 Notes"), and U.S.$1,383,692,000 7.75 per cent. Notes due 2022 (the "2022 Notes", and together with the 2021 Notes, the "Notes", and each series of Notes, the "Series of Notes"). The terms and conditions of the Tender Offer are set out in the switch tender offer memorandum dated 22 July 2020 (the "Switch Tender Offer Memorandum"). Capitalised terms used but not defined herein have the meanings given to them in the Switch Tender Offer Memorandum.
On 24 July 2020, Ukraine instructed J.P. Morgan Securities plc, as the billing and delivering bank (in such capacity, the "Billing and Delivering Bank") to accept, subject to terms and conditions described in the Switch Tender Offer Memorandum and satisfaction of the Financing Condition, all Notes tendered in the Tender Offer, and announced preliminary results of the Tender Offer. The Financing Condition has been satisfied and Ukraine hereby confirms the final aggregate principal amounts of each Series of Notes tendered and the Final Acceptance Amounts for each Series of Notes as indicated in the table below. The Final Maximum Acceptance Price is U.S.$845,423,710.00.
The Settlement Date took place on 28 July 2020 and the New Notes settlement date is expected to be on 30 July 2020.
The Offeror has agreed to apply a portion of the net proceeds of the New Notes Offering to purchase the Notes accepted pursuant to the Tender Offer from the Billing and Delivering Bank at the Purchase Price paid by the Billing and Delivering Bank pursuant to the Tender Offer plus Accrued Interest and together with accrued interest from (and including) the Settlement Date to (but excluding) the second business day following the Settlement Date.
Description of the 2021 Notes |
ISIN/CUSIP |
Aggregate Principal Amount of Tendered Notes |
Final Acceptance Amount |
2021 Purchase Price1 |
U.S.$1,409,282,000 7.75 per cent. Notes due 2021 |
Unrestricted Global Notes: ISIN: XS1303920083 Restricted Global Notes: ISIN: US903724AN29 CUSIP: 903724AN2 |
U.S.$435,136,000
|
U.S.$435,136,000
|
U.S.$1,045.00 per U.S.$1,000 in principal amount of the 2021 Notes accepted for purchase |
Description of the 2022 Notes |
ISIN/CUSIP |
Aggregate Principal Amount of Tendered Notes |
Final Acceptance Amount |
2022 Purchase Price2 |
U.S.$1,383,692,000 7.75 per cent. Notes due 2022 |
Unrestricted Global Notes: ISIN: XS1303921214 Restricted Global Notes: ISIN: US903724AP76 CUSIP: 903724AP7 |
U.S.$370,338,000 |
U.S.$370,338,000 |
U.S.$1,055.00 per U.S.$1,000 in principal amount of the 2022 Notes accepted for purchase |
1 Accrued Interest shall be paid in addition to the relevant Purchase Price
Upon the Notes being accepted for purchase pursuant to the terms of the Switch Tender Offer Memorandum, each tendering Noteholder confirms and agrees that, following the Settlement Date, it will be irrevocably committed to purchasing its corresponding allocation of the New Notes with no termination or other rights that would enable a Noteholder to unilaterally avoid purchasing the New Notes.
The Switch Tender Offer Memorandum may be downloaded from the Information Agent's website at www.lucid-is.com/ukraineor obtained from the Information Agent, Lucid Issuer Services Limited (Tel. +44 207 704 0880, ukraine@lucid-is.com for the attention of Arlind Bytyqi).
The Dealer Managers for the Tender Offer are:
Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
Attn: Liability Management Group
Tel: +44 20 7552 6157
Email: liabilitymanagement.eu@gs.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attn: Liability Management
Tel: +44 20 7134 2468
Email: em_europe_lm@jpmorgan.com
The Billing and Delivering Bank for the Tender Offer:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attn: Liability Management
Tel: +44 20 7134 2468
Email: em_europe_lm@jpmorgan.com
Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contacts.
Contact information: Lucid Issuer Services Limited
Attention: Arlind Bytyqi
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 207 704 0880
Email: ukraine@lucid-is.com
Website: www.lucid-is.com/ukraine
Important Notice
This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes. The Tender Offer will be made only by and pursuant to the terms of the Switch Tender Offer Memorandum, as may be amended or supplemented from time to time.
The distribution of materials relating to the New Notes Offering and the Tender Offer, and the transactions contemplated by the New Notes Offering and Tender Offer, may be restricted by law in certain jurisdictions.
Each of the New Notes Offering and the Tender Offer is made only in those jurisdictions where it is legal to do so. The New Notes Offering and the Tender Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Notes Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Notes Offering and the Tender Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the New Notes Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager, the Billing and Delivering Bank or any affiliate of a Dealer Manager or the Billing and Delivering Bank is a licensed broker or dealer in that jurisdiction, the New Notes Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager, the Billing and Delivering Bank or such of their respective affiliates in that jurisdiction.
In any member state of the European Economic Area (the "EEA") or in the United Kingdom (each, a "Relevant State"), this announcement and the Switch Tender Offer Memorandum are only addressed to, and are only directed at, "qualified investors" (as defined in the Prospectus Regulation) in that Relevant State.
Each person in a Relevant State who receives any communication in respect of the Tender Offer contemplated in this announcement and the Switch Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager, the Billing and Delivering Bank and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.
The communication of this announcement and the Switch Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 49 of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this announcement and the Switch Tender Offer Memorandum relate is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
None of the Tender Offer, this announcement, the Switch Tender Offer Memorandum or any other document or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer, this announcement or the Switch Tender Offer Memorandum.
Each Noteholder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Noteholders' Representations, Warranties and Undertakings" of the Switch Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted.
The New Notes are being offered and sold in transactions not involving a public offering in the United States within the meaning of the Securities Act, and the New Notes have not been and will not be registered under the Securities Act or any other applicable U.S. State securities laws and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the securities act and applicable state or local securities laws. The New Notes will be offered only (i) in offshore transactions in reliance on, and as defined in, Regulation S under the Securities Act and (ii) in the United States only to "qualified institutional buyers" as defined in and in compliance with Rule 144A under the Securities Act.
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This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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