Clarification on Disclosure Event

Ukraine (Ministry of Finance)

16 August 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).

16 August 2024

Ukraine
represented by the Minister of Finance of Ukraine

(the "Issuer" or "Ukraine")

Clarification on the PARTICIPATION OF HOLDERS OF CERTAIN OF UKRAINE'S EXISING NOTES IN THE INVITATION

On 9 August 2024, Ukraine initiated an Exchange Offer and Consent Solicitation in accordance with the Exchange Offer and Consent Solicitation Memorandum (the "Memorandum") dated 9 August 2024, as amended and restated on 12 August 2024. Pursuant to this, (i) Ukraine invited Eligible Holders of the Existing Notes (as described therein) to exchange their Existing Notes for the New Securities Consideration, and (ii) Ukraine and Ukravtodor invited Holders of the Existing Notes to consent to the Mandatory Exchange of Existing Notes for the Mandatory Exchange Consideration (each as defined in the Memorandum). As Ukraine's and Ukravtodor's Information, Tabulation and Exchange Agent Sodali & Co set up an "Exchange and Consent" event in DTC, Euroclear and Clearstream  enabling the Holders to submit their Participation Instructions in relation to the Invitation (the "Exchange and Consent Event"). Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum.

As further described in the Memorandum, Ukraine was due to make a payment on 1 August 2024 pursuant to the terms of the U.S. Dollar 8.994 per cent. Notes due 2026 (Regulation S ISIN: XS1902171591, Common Code: 190217159; Rule 144A ISIN: US903724BW19, CUSIP: 903724BW1) (the "2026 Note Payments"). In anticipation of the launch of the Invitation and as further described in the Memorandum, Ukraine introduced a moratorium concerning the 2026 Note Payments due on 1 August 2024. Consequently, the 2026 Note Payments were not paid when due on 1 August 2024 and Ukraine intends to restructure these Existing Notes together with the other Existing Notes under the terms of the Invitation.

Separately, The Bank of New York Mellon ("BNYM"), in its capacity as the Trustee under the Trust Deed dated 12 November 2015, as supplemented, between Ukraine and BNY Mellon Corporate Trustee Services Limited as Trustee, has launched a due and payable disclosure event for six series of the Existing Notes in Euroclear and Clearstream  issued pursuant to the Trust Deed (the "Due and Payable Disclosure Event"). This action is a standard operational step taken by the Trustee following the non-payment of the 2026 Note Payments.

The six series of Existing Notes affected by the Due and Payable Disclosure Event are:

(i)         U.S. Dollar 7.75 per cent. Notes due 2024 (Regulation S ISIN: XS1303921214, Common Code: 130392121; Rule 144A ISIN: US903724AP76, CUSIP: 903724AP7);

(ii)        U.S. Dollar 7.75 per cent. Notes due 2025 (Regulation S ISIN: XS1303921487, Common Code: 130392148; Rule 144A ISIN: US903724AQ59, CUSIP: 903724AQ5);

(iii)       U.S. Dollar 7.75 per cent. Notes due 2026 (Regulation S ISIN: XS1303925041, Common Code: 130392504; Rule 144A ISIN: US903724AR33, CUSIP: 903724AR3);

(iv)       U.S. Dollar 7.75 per cent. Notes due 2027 (Regulation S ISIN: XS1303925470, Common Code: 130392547; Rule 144A ISIN: US903724AS16, CUSIP: 903724AS1);

(v)        U.S. Dollar 7.75 per cent. Notes due 2028 (Regulation S ISIN: XS1303926528, Common Code: 130392652; Rule 144A ISIN: US903724AT98, CUSIP: 903724AT9); and

(vi)       U.S. Dollar 7.75 per cent. Notes due 2029 (Regulation S ISIN: XS1303927179, Common Code: 130392717; Rule 144A ISIN: US903724AU61, CUSIP: 903724AU6).

IMPORTANT NOTICE: HOLDERS OF THESE SIX SERIES OF EXISTING NOTES CANNOT PARTICIPATE IN BOTH THE EXCHANGE AND CONSENT EVENT AND THE DUE AND PAYABLE DISCLOSURE EVENT SIMULTANEOUSLY, AS PARTICIPATION IN ONE EVENT AUTOMATICALLY BLOCKS THE RELEVANT EXISTING NOTES AND, THEREFORE, PREVENTS PARTICIPATION IN THE OTHER EVENT. CONSEQUENTLY, HOLDERS OF THESE SIX SERIES OF EXISTING NOTES WISHING TO PARTICIPATE IN THE  EXCHANGE AND CONSENT EVENT:

1.   SHALL SUBMIT THEIR PARTICIPATION INSTRUCTIONS AS DESCRIBED IN THE MEMORANDUM IN RELATION TO THE EXCHANGE AND CONSENT EVENT; AND

2.   IF THEY HAVE ALREADY SUBMITTED INSTRUCTIONS RELATED TO THE DUE AND PAYABLE DISCLOSURE EVENT, THEY WILL NEED TO CANCEL THOSE EXISTING INSTRUCTIONS BEFORE SUBMITTING THEIR PARTICIPATION INSTRUCTION IN RELATION TO THE EXCHANGE AND CONSENT EVENT AS DESCRIBED IN THE MEMORANDUM.

Ukraine reminds that, in order to participate in the Invitation, Holders must submit (or arrange to have submitted on their behalf) Participation Instructions (as defined in the Memorandum) by no later than 5:00 p.m. (New York City time) on 27 August 2024 (the "Expiration Time").

In order to receive the Consent Fee (provided all Invitation Conditions are met and Ukraine elects to proceed with the transactions contemplated in the Invitation), Holders must submit (or arrange to have submitted on their behalf) Participation Instructions by no later than 5:00 p.m. (New York City time) on 23 August 2024 (the "Early Consent Deadline").

All times, dates and deadlines in the Invitation are subject to the right of Ukraine to extend, amend and/or early terminate the Invitation or modify the Early Consent Deadline, the Expiration Time, the Effective Date or the Settlement Date (as defined below) (subject to applicable law, the applicable Agency Agreements or Trust Deed and as provided in this Memorandum) with respect to the Existing Notes.

The Memorandum have been uploaded on the Exchange and Consent Website:  https://projects.sodali.com/Ukraine.

Any questions regarding the terms of the Exchange Offer and Consent Solicitation may be directed to the Information, Tabulation and Exchange Agent at the address and telephone number specified below:

Sodali & Co:

In London: 122 Leadenhall Street London EC3V 4AB United Kingdom	In Stamford: 333 Ludlow Street South Tower, 5th Floor Stamford, CT 06902 United States of America	In Hong Kong: 29/F No. 28 Stanley Street Central Hong Kong
Telephone:  [phone]	Telephone:  [phone]	Telephone:  [phone]

Exchange and Consent Website:  https://projects.sodali.com/Ukraine

Email: [e-mail]

***

THE EXCHANGE OFFER DESCRIBED IN THE MEMORANDUM IS DIRECTED, AND NEW SECURITIES DESCRIBED THEREIN WILL BE ISSUED, ONLY TO HOLDERS OF EXISTING NOTES (I) THAT ARE OUTSIDE THE UNITED STATES HOLDING EXISTING NOTES REPRESENTED BY AN UNRESTRICTED GLOBAL NOTE CLEARED IN CLEARSTREAM BANKING S.A. AND EUROCLEAR BANK SA/NV ("REGULATION S NOTES") THAT ARE NOT RETAIL INVESTORS (AS DEFINED BELOW) OR (II) THAT ARE HOLDING EXISTING NOTES REPRESENTED BY A RESTRICTED GLOBAL NOTE  CLEARED IN THE DEPOSITORY TRUST COMPANY (OR, IN THE CASE OF EXISTING NOTES DENOMINATED IN EUROS, CLEARSTREAM BANKING S.A. AND EUROCLEAR BANK SA/NV) ("RULE 144A NOTES") THAT ARE (X) EITHER A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT AND (Y) NOT RETAIL INVESTORS (EACH OF (I) AND (II) AN "ELIGIBLE HOLDER").

Holders of RULE 144a Notes that are not QUALIFIED INSTITUTIONAL BUYERs or Accredited Investors, but which are outside the United States and are not Retail Investors, will need to transfer their holdings of RULE 144a Notes into REGULATION S NOTES in order to qualify as Eligible Holders and receive New SECURITIES. Holders of REGULATION S Notes that are not outside the United States, but which are QUALIFIED INSTITUTIONAL BUYERs or Accredited Investors, will need to transfer their holdings of REGULATION S Notes into RULE 144A NOTES in order to qualify as Eligible Holders and receive New SECURITIES.

Holders should take such action as soon as possible in order to ensure that they can participate in the Invitation by the relevant deadlines and be eligible to receive New securities on the Settlement Date.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS-THE NEW SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, (AS AMENDED, THE "PRIIPS REGULATION"), FOR OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS COMMUNICATION AND ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE ISSUE OF THE NEW SECURITIES OFFERED HEREBY IS NOT BEING MADE, AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORIZED PERSON FOR THE PURPOSES OF SECTION 21 OF 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 UK. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")), OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) WHO ARE ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IN THE UK, THE NEW SECURITIES OFFERED HEREBY ARE ONLY AVAILABLE TO, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON IN THE UK THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS COMMUNICATION OR ANY OF ITS CONTENTS.

 

END