Tender Offer

Cyprus (Republic of)

18 June 2024

 

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Republic of Cyprus, acting through the Ministry of Finance launches cash tender offer

The Republic of Cyprus, acting through the Ministry of Finance (the "Offeror") announces today an invitation (such invitation, the "Offer") to holders of its €1,500,000,000 2.375 per cent. Notes due 25 September 2028 (ISIN: XS1883942648) (the "Notes") to tender their Notes for purchase by the Offeror for cash.

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 June 2024 (the "Tender Offer Memorandum") prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions and the New Financing Condition set out below and as more fully described in the Tender Offer Memorandum.  Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below.  Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

A summary of certain terms of the Offer appears below:

Description of Notes	ISIN	Aggregate Principal Amount Outstanding	Purchase Price	Maximum Acceptance Amount
€1,500,000,000 2.375 per cent. Notes due 25 September 2028 (the "Notes")	XS1883942648	€1,500,000,000	98.40 per cent. of the principal amount of the Notes	Subject as set out herein, up to €500,000,000 in aggregate principal amount

Maximum Acceptance Amount

The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance Amount of EUR 500,000,000, on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror will determine the Final Acceptance Amount in its sole and absolute discretion and reserves the right to accept significantly more or less (or none) of the Notes. The Offeror reserves the right, in its sole and absolute discretion, to increase or reduce, or purchase more or less than the Maximum Acceptance Amount, subject to applicable law.

An offer of Notes for repurchase may only be made by the submission of a valid Tender Instruction submitted in accordance with the procedures set out in the Tender Offer Memorandum.

New Financing Condition

The purchase of any Notes by the Offeror pursuant to the Offer is subject also to, without limitation, the successful completion (in the determination of the Offeror) of the issue of Euro-denominated senior unsecured fixed rate 7-year notes under the Offeror's Euro Medium Term Note Programme, announced by the Offeror today (the "New Financing Condition").

This condition is for the sole benefit of the Offeror and may be waived by the Offeror, in whole or in part, at any time and from time to time, in its sole and absolute discretion.  Any determination by the Offeror concerning this condition set forth above (including whether or not such condition has been satisfied or waived) will be final and binding upon all parties.

Rationale for the Offer

The rationale of the Offer is to proactively manage upcoming debt repayments.

Purchase Price and Accrued Interest

The Offeror will pay, for Notes tendered in the Offer and accepted for purchase by the Offeror pursuant to the Offer, a cash purchase price equal to 98.40 per cent. of the principal amount of the Notes (the "Purchase Price").

In respect of any Note or Notes validly tendered and accepted, the Offeror will pay an amount in cash (the "Purchase Consideration") on the Settlement Date calculated by applying the Purchase Price to the aggregate principal amount of such Note or Notes validly tendered and accepted for purchase (rounded to the nearest €0.01 with half a cent rounded upwards).

Notes repurchased by the Offeror pursuant to the Offer are expected to be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date.

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

Priority in allocation of New Notes

A Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may receive priority (the "New Issue Priority") in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a manager of the issue of the New Notes) in accordance with the standard new issue procedures of such manager and other requirements (including, without limitation, selling restrictions) applicable to the New Notes. The aggregate principal amount of New Notes for which New Issue Priority will be given to such a Noteholder will be at the sole discretion of the Offeror and may be less than, equal to or greater than the aggregate principal amount of Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Offeror.

Acceptance on a pro rata basis

In the event that Tender Instructions are received in respect of an aggregate principal amount of Notes which is greater than the Final Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis.

Tender Instruction

In order to participate in the Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CEST) on 25 June 2024 (the "Expiration Deadline").

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than and in integral multiples of €1,000, being the minimum denomination of the Notes.

Indicative Timetable for the Offer

Events		Times and Dates
Commencement of the Offer		18 June 2024
Expiration Deadline		25 June 2024 at 17:00 (CEST)
Announcement of Results of the Offer		As soon as reasonably practicable on 26 June 2024
Settlement Date		Expected to be 28 June 2024

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and 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.

Noteholders are advised to check with any bank, broker or other intermediary through which they hold Notes by 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 by the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines above.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer.  In addition, Noteholders may contact the Dealer Managers for information using the contact details set out below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.

Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and HSBC Continental Europe are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

THE DEALER MANAGERS

Citigroup Global Markets Europe AG Telephone: [phone] Email: [e-mail] Deutsche Bank Aktiengesellschaft Telephone: [phone] Goldman Sachs Bank Europe SE Telephone: [phone] Email: [e-mail] HSBC Continental Europe Telephone: [phone] Email: [e-mail]

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

THE TENDER AGENT

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG

United Kingdom

 
Telephone: [phone]
Attention: Alessandro Zorza
Email: [e-mail]

Offer Website: https://deals.is.kroll.com/cyprus

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should 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 financial and legal advice, including as to any tax consequences, from its broker, 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 must contact such entity if it wishes to tender such Notes for purchase pursuant to the Offer.  Each of the Dealer Managers is acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer.  None of the Offeror, the Dealer Managers and the Tender Agent, nor any of their respective directors, employees or affiliates, makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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. 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(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Tender Offer Memorandum and any other offering material relating to the Offer are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code Monétaire et Financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended).  Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement and the Tender Offer Memorandum nor any other documents or materials relating to the Offer has been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time.  Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement and the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning  of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempt 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.

Noteholders, or beneficial owners of the Notes that are located in Italy, can tender their Notes for purchase pursuant to 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 September 1, 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 or the Offer.

General

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful, provided that Noteholders may not rely on the Offeror, the Dealer Managers or the Tender Agent (or their respective directors, employees or affiliates) in connection with the determination as to the legality of their participation in the Offer or as to the matters referred to in this Tender Offer Memorandum.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by a Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each holder of Notes participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in 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, the Dealer Managers and the Tender Agent reserves the right, in its sole and 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 or submission may be rejected.

 

END