Tender Offer Announcement

Uzbek Ind & Construction Bank

12 July 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES")) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

12 July 2024

Joint-Stock Commercial Bank "Uzbek Industrial and Construction Bank" (the "Offeror") has today launched invitations to the holders of the outstanding U.S.$300,000,000 5.75 per cent. Notes due 2 December 2024 (ISIN: XS2083131859) the "Notes") issued by the Offeror (the "Offer").

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 12 July 2024 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Notes	ISIN / Common Code	Outstanding Principal Amount	Maturity Date	Purchase Price	Amount subject to the Offer
U.S.$300,000,000 5.75 per cent. Notes due 2 December 2024	XS2083131859 / 208313185	U.S.$300,000,000	2 December 2024	99.75 per cent.	Any and all

Rationale for the Offer

The purpose of the Offer and the proposed issue of the New Notes (as defined below) is to manage the Offeror's debt maturity profile in an efficient manner.  Furthermore, the Offer will provide liquidity to those holders whose Notes are accepted in the Offer.  The Offeror intends to cancel any Notes purchased pursuant to the Offer.

Purchase Price and Accrued Interest

If the Offeror decides to accept valid tenders of the Notes pursuant to the Offer, the Offeror will pay for any Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer a purchase price for such Notes equal to 99.75 per cent. of the principal amount of such Notes (the "Purchase Price").

The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offer.

Acceptance and No Scaling

If the Offeror decides to accept any valid tenders of Notes for purchase pursuant to the Offer, the Offeror will (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) accept for purchase all Notes that are validly tendered in full, with no pro rata scaling.

New Financing Condition

On 12 July 2024, the Offeror announced that it intends to issue a new series of U.S. Dollar-denominated fixed rate notes (the "New Notes"), subject to market conditions.

Whether the Offeror will purchase any Notes validly tendered in the Offer is conditional, without limitation, on the successful completion (in the sole determination of the Offeror) of the offering of the New Notes (the "New Financing Condition"), unless the New Financing Condition is waived by the Offeror.

Even if the New Financing Condition is satisfied (or waived), the Offeror is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offer.  The acceptance by the Offeror of Notes validly tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Priority in allocation of any New Notes

The Offeror will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the Offer and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor.  When considering allocations of the New Notes, the Offeror intends to give preference to those investors who, prior to such allocation, have tendered, or indicated their intention to tender, Notes.  If any New Notes are allocated to an investor which has validly tendered its Notes, the principal amount of New Notes so allocated may be less or more than the principal amount of Notes tendered by such holder and accepted by the Offeror pursuant to the Offer. However, the Offeror is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offer.  Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures.  In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Noteholder that wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it intends to tender in order for this to be taken into account as part of the New Notes allocation process.

Expected Timetable of Events

The times and dates below are indicative only.

Events	Times and Dates
Commencement of the Offer
Offer announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and by publication on the website of the Regulatory News Service operated by the London Stock Exchange.  Tender Offer Memorandum available from the Tender Agent.	12 July 2024
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.	4.00 p.m. (London time) on 22 July 2024
Announcement of Results
Announcement distributed by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and by publication on the website of the Regulatory News Service operated by the London Stock Exchange by the Offeror of whether it will accept (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offer and, if so accepted, the aggregate principal amount of Notes so accepted.	As soon as reasonably practicable on 23 July 2024
Settlement Date
Subject to satisfaction (or waiver) of the New Financing Condition, expected Settlement Date for the Offer. Payment of the Purchase Price and Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.	25 July 2024

The above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).  Noteholders are advised to check with any bank, securities broker, clearing system or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.  See "Procedures for Participating in the Offer".

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror has retained BancTrust Investment Bank Limited, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Raiffeisen Bank International AG and Société Générale to act as Dealer Managers for the Offer.

All information relating to the Offer, including questions about participation procedures and requests for copies of the Tender Offer Memorandum, may, subject to the Offer and Distribution Restrictions set out in "Offer and Distribution Restrictions" below, be obtained from the Tender Agent.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 22 July 2024 (as extended, re-opened, amended and/or terminated in the manner provided in the Tender Offer Memorandum, the "Expiration Deadline").  See the "Procedures for Participating in the Offer" section of the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the "Amendment and Termination" section of the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than U.S.$200,000, being the minimum denomination of the Notes, and may thereafter be submitted in integral multiples of U.S.$1,000.

This announcement is made by Mr. Aziz Akbarjonov, Chairman of the Management Board, on behalf of Joint-Stock Commercial Bank "Uzbek Industrial and Construction Bank" and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

Contact Details:

Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Tender Agent. A Noteholder may also contact the Dealer Managers or such Noteholder's custodian for assistance concerning the Offer.

THE OFFEROR

"Uzpromstroybank" JSCB 3 Shaxrisabskaya Street Tashkent 100000 Republic of Uzbekistan

DEALER MANAGERS

BancTrust Investment Bank Limited 8 Bishopsgate Level 36 London, EC2N 4BQ United Kingdom	Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Telephone:  [phone] Attention:  Liability Management Email:  [e-mail]	Telephone:  [phone] Attention:  Liability Management Group Email:  [e-mail]
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom	Raiffeisen Bank International AG Am Stadtpark 9 1030 Vienna Austria
Telephone:  [phone] Attention:  Liability Management Email:  [e-mail]	Telephone: [phone] Email: [e-mail]; [e-mail] Attention: Transaction Management Team
Société Générale Immeuble Basalte 17 Cours Valmy  CS 50318 92972 Paris La Défense Cedex France
Telephone: [phone] Email: [e-mail] Attention: Liability Management
TENDER AGENT Citibank, N. A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone:  [phone] Email: [e-mail]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act.  Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer (including this announcement) are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States.  For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Republic of Uzbekistan

The Offer is not being made, directly or indirectly, to the public in the Republic of Uzbekistan. Neither the Tender Offer Memorandum nor any other document or material relating to the Offer (including this announcement) has been or shall be distributed to the public in the Republic of Uzbekistan.

Italy

None of the Offer, the Tender Offer Memorandum or any other document or materials relating to the Offer (including this announcement) have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.  The Offer is being carried out in the Republic of Italy ("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 "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) 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 and/or the Offer.

United Kingdom

The communication of the Tender Offer Memorandum by the Offeror and any other documents or materials relating to the Offer (including this announcement) 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.  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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither the Tender Offer Memorandum nor any other document or material relating to the Offer (including this announcement) has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Offer.  The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

None of this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction in accordance with applicable laws and regulations.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the "Procedures for Participating in the Offer" section of the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.  Each of the Offeror, each Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

New Notes

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the final prospectus to be prepared in connection with the offering of the New Notes (the "Prospectus") and no reliance is to be placed on any representations other than those contained in the Prospectus.  The Offeror has also prepared a prospectus in preliminary form relating to the offering of the New Notes (the "Preliminary Prospectus"). Subject to compliance with all applicable securities laws and regulations, the Preliminary Prospectus is available from the Dealer Managers (in their capacities as joint bookrunners of the issue of the New Notes) on request.

In addition, the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The New Notes may not be offered in the United States absent registration or an exemption from registration. Accordingly, the New Notes are being offered and sold only to investors who are either (1) qualified institutional buyers as defined in and in reliance on Rule 144A under the Securities Act or (2) outside the United States in compliance with Regulation S under the Securities Act. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

Compliance information for the New Notes:

UK MiFIR/MiFID II professionals/ECPs-only - Manufacturer target market (UK MiFIR product governance and MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). 

No EEA PRIIPs or UK PRIIPs key information document ("KID") has been prepared as not available to retail in EEA or UK.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The offer and sale of the New Notes will be subject to the selling restrictions specified in the Preliminary Prospectus and the Prospectus.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

 

END