Extension of Early Consent Deadline

Ukraine (Ministry of Finance)

23 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).

23 August 2024

Ukraine
represented by the Minister of Finance of Ukraine

(the "Issuer" or "Ukraine")

ANNOUNCEMENT of EXTENSION OF EARLY CONSENT DEADLINE OF THE EXCHANGE OFFER AND CONSENT SOLICITATION

Ukraine announces today that it extends the Early Consent Deadline of its previously announced Exchange Offer and Consent Solicitation (the "Invitation") launched on 9 August 2024, pursuant to which (i) Ukraine has 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 have 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 Exchange Offer and Consent Solicitation Memorandum dated 9 August 2024, as amended and restated on 12 August 2024 (the "Memorandum")).

The Early Consent Deadline was previously set at 5:00 pm (New York Time) on 23 August 2024 and the Expiration Time was set at 5:00 pm (New York Time) on 27 August 2024.

Ukraine understands that some Holders may be facing technical issues in delivering their Participation Instructions through their custodians and Clearing Systems, which could impact the timely delivery of such Participation Instructions prior to the Early Consent Deadline.

Accordingly, based on the information from such Holders, Ukraine has decided to extend the Early Consent Deadline to 5:00 pm New York Time on 27 August 2024 (i.e. to the Expiration Time) to provide additional time for all Holders facing technical issues to submit such Participation Instructions, to the extent they have not done so already.

Holders who deliver valid Participation Instructions on or before the Early Consent Deadline will be eligible to receive the Consent Fee (subject to the conditions set forth in the Memorandum), in addition to the consideration each such Holder would be eligible to receive pursuant to the Invitation.

The Expiration Time remains unchanged at 5:00 pm New York Time on 27 August 2024. The Settlement Date remains unchanged and is expected to be on or around 30 August 2024, and the other dates and times originally set out in the section "Expected Timetable of Events" of the Memorandum remain the same.

All Participation Instructions previously validly delivered will remain so delivered and no other action is required.  Except as provided herein, all other terms, provisions and conditions of the Invitation remain unchanged.

Terms used in this announcement but not defined herein have the respective meanings given to them in the Memorandum, which can be found on the Exchange and Consent Website: https://projects.sodali.com/Ukraine

For the avoidance of doubt, no further amendment is being made to the terms and conditions of the Invitation or the Written Resolutions or the process for submission of Participation Instructions. All other terms and conditions of the Invitation remain in full force and effect.

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

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