Tender Offer

Uzbekistan (Republic of)

17 May 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

THE REPUBLIC OF UZBEKISTAN ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH

17 May 2024 - The Republic of Uzbekistan (the "Issuer" or "Uzbekistan"), represented by the Ministry of Economy and Finance of the Republic of Uzbekistan has today launched an invitation to holders (the "Noteholders") of the UZS 2,500,000,000,000 14.00% Notes due 2024 (the "Notes") issued by the Issuer (Reg S ISIN: XS2365392450 / Reg S Common Code: 236539245 / 144A ISIN: US91822Q2F39 / 144A CUSIP: 91822Q2F3) to tender for purchase by the Issuer for cash any and all of such Notes, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 17 May 2024 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum"), in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

Tenders of the Notes pursuant to the Tender Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Tender Offer

Description of the Notes	Outstanding Principal Amount	Maturity Date	ISIN / Common Code Reg S Notes	ISIN / CUSIP 144A Notes	Minimum Denomination	Purchase Price	Amount subject to the Tender Offer
UZS 2,500,000,000,000 14.00% Notes due 2024	UZS 2,500,000,000,0001	19 July 2024	XS2365392450/ 236539245	US91822Q2F39/ 91822Q2F3	UZS 2,500,000,000 and integral multiples of UZS 10,000,000 thereafter	UZS 10,000,000 per UZS 10,000,000 in principal amount of Notes2	Any and all

_{1         As at 17 May 2024.
2        Payment of the Purchase Price, along with Accrued Interest Amounts (as defined herein), shall be made in U.S. Dollars, calculated as set out in the Tender Offer Memorandum in "The Tender Offer - U.S. Dollar Settlement".} 

The Purchase Price and Accrued Interest Amount

Noteholders that validly tender their Notes (and do not validly revoke in the limited circumstances in which revocation is permitted) at or prior to 10.00 pm (London time) on 24 May 2024, unless such time and date is extended by Uzbekistan or earlier terminated (such time and date, as the same may be extended, the "Expiration Deadline") (providing such tender is received by the Tender Agent at or prior to the Expiration Deadline) and whose tender of such Notes is accepted by Uzbekistan, will be eligible to receive on the Payment Date (currently expected to be on or about 29 May 2024), subject to the conditions described in the Tender Offer Memorandum, an amount in U.S. Dollars, calculated as set out below in "U.S. Dollar Settlement", representing the U.S. Dollar equivalent of the Soum total of:

•           the Purchase Price; and

•           an amount equal to the Accrued Interest Amount up to but excluding the Payment Date,

The calculations of the Purchase Price and the Accrued Interest Amount will be made by the Issuer and such calculations will be final and binding on all Noteholders, absent manifest error.

The "Accrued Interest Amount" shall equal accrued and unpaid interest, if any, on such Notes from (and including) the immediately preceding interest payment date for the Notes up to (but excluding) the Payment Date.

U.S. Dollar Settlement

Payment of the Purchase Price and Accrued Interest Amounts shall be made in U.S. Dollars and will be calculated by the Tender Agent for payment in U.S. Dollars by dividing the relevant Soum amounts by the FX Rate, where "FX Rate" means the Soum / U.S. Dollar exchange rate announced by the Issuer and used to price the New Notes Offering (as defined below), expressed as the amount of Soum per one U.S. Dollar and, which is expected to be as reported by the Central Bank of the Republic of Uzbekistan and published on its website (https://cbu.uz/en or any successor page thereto), on the date of the pricing of the New Notes Offering (currently expected to be not later than the Expiration Deadline).

Financing Condition

The Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offer.  The acceptance for purchase by the Issuer of Notes tendered pursuant to the Tender Offer is at the sole and absolute discretion of the Issuer and tenders may be rejected by the Issuer for any reason.

The Issuer announced on 17 May 2024 its intention to issue new Soum-denominated notes (the "New Notes" and, the offering of the New Notes, the "New Notes Offering").  Whether the Issuer will accept and settle the purchase of Notes validly tendered in the Tender Offer is subject (unless such condition is waived by the Issuer in its sole and absolute discretion), without limitation, to the successful completion of the New Notes Offering or such other financing as the Issuer may determine on terms acceptable to it (in each case as determined by the Issuer in its sole and absolute discretion) (the "Financing Condition"). Even if the Financing Condition is satisfied, the Issuer is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offer

Priority in allocation of any New Notes

The Issuer intends, in connection with allocations of the New Notes, to 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 Tender Offer, and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of any New Notes, the Issuer intends to give preference to those investors who, prior to such allocation (which may be before the Expiration Deadline), have tendered, or indicated to the Issuer or a Dealer Manager their firm intention to tender, Notes. Any such preference will, subject to the sole and absolute discretion of the Issuer, be applicable up to the aggregate principal amount of Notes tendered or firmly indicated to be tendered by such Noteholder pursuant to the Tender Offer. However, the Issuer is not obliged to allocate any New Notes to an investor who has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer.

A Noteholder who is eligible and wishes to subscribe for any New Notes in addition to tendering its Notes for purchase pursuant to the Tender Offer will be required to make a separate application for the purchase of such New Notes to any joint lead manager of the issue of the New Notes in accordance with the standard new issue procedures of such joint lead manager. A Noteholder, if it so wishes, may elect to subscribe for any New Notes in an aggregate principal amount exceeding the aggregate principal amount of Notes which are the subject of such Noteholders' tender instruction or firm intention to tender. The deadline for investors to seek an allocation of any New Notes may precede the Expiration Deadline.

Rationale for the Tender Offer

The Issuer is carrying out the Tender Offer concurrently with the New Notes Offering in order to extend the weighted average maturity of its existing public debt and to refinance certain upcoming redemptions of public debt of the Issuer prudently and in advance.

Expected Timetable of Events

The times and dates below are indicative only.

Date	Calendar Date and Time	Event
Commencement Date	17 May 2024	Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.
Expiration Deadline	10.00 pm (London time) on 24 May 2024, unless extended or earlier terminated by the Issuer. In the case of an extension, the Expiration Deadline will be such other date and time as so extended.	The last time for Noteholders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Tender Agent before such time) in order to be eligible to receive payment of the Purchase Price and the Accrued Interest Amount on the Payment Date. If a broker, dealer, bank, custodian, trust company or other nominee holds Notes of any Noteholder, such nominee may have earlier deadlines for accepting the Tender Offer on or prior to the Expiration Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines.
Announcement of Tender Offer Results	28 May 2024 (the "Results Announcement Date").	The Issuer expects to announce whether the Financing Condition is expected to be satisfied, the principal amount of Notes accepted for purchase, the FX Rate and any other results of the Tender Offer, and the aggregate principal amount of Notes (if any) that will remain outstanding following completion of the Tender Offer.
Payment Date	A date expected to be on or about 29 May 2024.	Subject to the satisfaction or waiver of the Financing Condition, the day that Noteholders will be paid the Purchase Price and the Accrued Interest Amount, in the case of Notes (i) validly tendered on or prior to the Expiration Deadline (subject to such tender being validly received by the Tender Agent before the Expiration Deadline) and (ii) accepted for purchase by the Issuer.

The above times and dates are subject to the rights of Uzbekistan to extend, re‑open, amend, withdraw, and/or terminate the Tender Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System (as defined in the Tender Offer Memorandum) for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Tender Offer.

Further details about the Tender Offer can be obtained from:

The Dealer Managers

Requests for information in relation to the Tender Offer should be directed to the Dealer Managers:

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB             

United Kingdom

For information by telephone: [phone]

E-mail: [e-mail]

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

For information by telephone: [phone]

E-mail: [e-mail]

Attention: Liability Management

Société Générale

17, cours Valmy

92987 Paris La Défense cedex

France

For information by telephone: [phone]

E-mail: [e-mail]

Attention: Liability Management

Standard Chartered Bank
One Basinghall Avenue

London EC2V 5DD

United Kingdom

For information by telephone: [phone]
Email: [e-mail]

Attention: Liability Management

The Tender Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:

Citibank, N. A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Telephone: [phone]

Email: [e-mail]

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes 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 Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax 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 must contact such entity if it wishes to participate in the Tender Offer.  None of Uzbekistan, the Dealer Managers, 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 Tender Offer.

Republic of Uzbekistan

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

France

The Tender 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 Tender Offer 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(е) 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, each as amended or replaced from time to time, are eligible to participate in the Tender Offer.

This announcement, the Tender Offer Memorandum has not been and will not be submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has 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 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 "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 may tender their Notes for purchase in the Tender 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, 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, the Bank of Italy 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.

United Kingdom

Neither the communication of this announcements, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has been approved, by an authorised person for the purposes of section 21 of the FSMA.  Accordingly, such documents and/or materials are only being distributed to and are only directed at: (a) persons outside the United Kingdom; or (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) creditors of the Issuer or other persons falling within Article 43 of the Order; or (d) persons falling within Article 49(2)(a) to (e) (high net worth companies, unincorporated associations etc.) of the Order; or (e) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which such documents and/or materials relate is available only to relevant persons and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on such documents or materials or any of their contents.

General

This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires the Tender Offer to be made by a licensed broker or dealer, and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the Republic of Uzbekistan, France, Italy and the United Kingdom, each Noteholder participating in the Tender Offer will also 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 Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer 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 Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.

Notice to U.S. Noteholders

The Tender Offer will be made in the United States pursuant to exemptions from the U.S. tender offer rules provided for in Rule 3a12-3 under the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the requirements of applicable laws of the Republic of Uzbekistan and English law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

The receipt of cash pursuant to the Tender Offer by a U.S. Noteholder will be a taxable transaction for U.S. federal income tax purposes and may be taxable under applicable state and local, as well as foreign and other tax laws. Each Noteholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Tender Offer. For a summary of certain Uzbek and U.S. federal income tax consequences of the Tender Offer, see "Tax Consequences" in the Tender Offer Memorandum.

It may be difficult for U.S. Noteholders to enforce their rights and claims arising out of the U.S. federal securities laws, since the Issuer is a sovereign state.

 

END