Holding Period Announcement

Ukraine (Ministry of Finance)

09 September 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 NOTICE OR THE MEMORANDUM (AS DEFINED BELOW).

9 September 2024

Ukraine
represented by the Minister of Finance of Ukraine

NOTICE OF SETTLEMENT AND OF HOLDING PERIOD ARRANGEMENT AND CASH PROCEEDS ARRANGEMENT

Ukraine, represented by the Minister of Finance of Ukraine (the "Issuer" or "Ukraine") hereby gives notice to the holders of the following securities issued by Ukraine (the "Existing Sovereign Notes") and the State Agency for Restoration and Development of Infrastructure of Ukraine ("Ukravtodor") (the "Ukravtodor Guaranteed Existing Notes") (each a "Series" and together, the "Existing Notes"):

The Existing Sovereign Notes		ISIN/Common Code/CUSIP
U.S. Dollar 7.75 per cent. Notes due 2024 (the "2024 Notes")		Regulation S ISIN: XS1303921214 Common Code: 130392121 Rule 144A ISIN: US903724AP76 CUSIP: 903724AP7
U.S. Dollar 7.75 per cent. Notes due 2025 (the "2025 Notes")		Regulation S ISIN: XS1303921487 Common Code: 130392148 Rule 144A ISIN: US903724AQ59 CUSIP: 903724AQ5
U.S. Dollar 7.75 per cent. Notes due 2026 (the "2026A Notes")		Regulation S ISIN: XS1303925041 Common Code: 130392504 Rule 144A ISIN: US903724AR33 CUSIP: 903724AR3
U.S. Dollar 8.994 per cent. Notes due 2026 (the "2026B Notes")		Regulation S ISIN: XS1902171591 Common Code: 190217159 Rule 144A ISIN: US903724BW19 CUSIP: 903724BW1
U.S. Dollar 7.75 per cent. Notes due 2027 (the "2027 Notes")		Regulation S ISIN: XS1303925470 Common Code: 130392547 Rule 144A ISIN: US903724AS16 CUSIP: 903724AS1
U.S. Dollar 7.75 per cent. Notes due 2028 (the "2028 Notes")		Regulation S ISIN: XS1303926528 Common Code: 130392652 Rule 144A ISIN: US903724AT98 CUSIP: 903724AT9
U.S. Dollar 7.75 per cent. Notes due 2029 (the "2029 Notes")		Regulation S ISIN: XS1303927179 Common Code: 130392717 Rule 144A ISIN: US903724AU61 CUSIP: 903724AU6
U.S. Dollar 9.750 per cent. Notes due 2030 (the "2030 Notes")		Regulation S ISIN: XS1902171757 Common Code: 190217175 Rule 144A ISIN: US903724BV36 CUSIP: 903724BV3
U.S. Dollar 6.876 per cent. Notes due 2031 (the "2031 Notes")		Regulation S ISIN: XS2010028699 Common Code: 201002869 Rule 144A ISIN: US90372UAR59 CUSIP: 90372UAR5
U.S. Dollar 7.375 per cent. Notes due 2034 (the "2034 Notes")		Regulation S ISIN: XS1577952952 Common Code: 157795295 Rule 144A ISIN: US903724BM37 CUSIP: 903724BM3
U.S. Dollar 7.253 per cent. Notes due 2035 (the "2035 Notes")		Regulation S ISIN: XS2010030836 Common Code: 201003083 Rule 144A ISIN: US903724BY74 CUSIP: 903724BY7
Euro 6.75 per cent. Notes due 2028 (the "2028 EUR Notes")		Regulation S ISIN: XS2015264778 Common Code: 201526477 Rule 144A ISIN: XS2015265072 Common Code: 201526507
Euro 4.375 per cent. Notes due 2032 (the "2032 EUR Notes")		Regulation S ISIN: XS2010033343 Common Code: 201003334 Rule 144A ISIN: XS2010033186 Common Code: 201003318
The Ukravtodor Guaranteed Existing Notes	ISIN/Common Code/CUSIP
U.S. Dollar 6.25 per cent. Guaranteed Amortising Notes due 2030 (the "Ukravtodor Guaranteed Existing Notes")	Regulation S ISIN: XS2357277149 Common Code:  235727714 Rule 144A ISIN:  US857329AA47 CUSIP:  857329AA4

1.         Excludes Existing Notes owned or controlled by Ukraine or any public sector instrumentality of Ukraine.

that the settlement of the initial distribution of New Notes in exchange for the Existing Notes and payment of the Consent Fee to Eligible Holders was completed on 3 September 2024 pursuant to the terms of the Exchange Offer and Consent Solicitation Memorandum dated 9 August 2024, as amended and restated on 12 August 2024 and as further amended on 23 August 2024 (the "Memorandum"). Terms used in this Notice but not defined herein have the respective meanings given to them in the Memorandum which is available to Holders from the Exchange and Consent Website: https://projects.sodali.com/Ukraine, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Information, Tabulation and Exchange Agent"), the contact details for which are set out at the end of this Notice.

On the Settlement Date of 30 August 2024, (i) those Holders that submitted (and did not subsequently withdraw) valid Participation Instructions certifying their status as an Eligible Holder by 5:00 p.m. (New York City time) on 27 August 2024 received the New Securities Consideration, (ii) all Existing Notes were exchanged pursuant to the Exchange Offer and, as a result of the effectiveness of the Written Resolution, are cancelled; and (iii) those Eligible Holders that submitted (and did not subsequently withdraw) valid Participation Instructions by 5:00 p.m. (New York City time) on 27 August 2024 received the Consent Fee. Holders that submitted (and did not subsequently withdraw) valid Participation Instructions certifying such Holders' status as an Ineligible Holder by 5:00 p.m. (New York City time) on 27 August 2024 will receive the Mandatory Substitute Consideration and Consent Fee on the Cash Proceeds Distribution Date in accordance with the terms of the Cash Proceeds Arrangement described in the Memorandum.

Holding Period Arrangement

Holders that did not submit (or arrange to have submitted on their behalf) valid Participation Instructions by 5:00 p.m. (New York City time) on 27 August 2024 are instead subject to the Holding Period Arrangement described in the Memorandum and will need to submit Holding Period Exchange Instructions certifying its status as an Eligible Holder by 5:00 p.m. (New York Time) on 30 October 2024 (the "Holding Period Termination Deadline"), in order to receive the Mandatory Exchange Consideration (in lieu of the Mandatory Substitute Consideration). The relevant Mandatory Exchange Consideration will be delivered by the Custodian to the relevant Clearing System and by that Clearing System to the relevant Settlement Account of such Holder where the Existing Notes were previously held, as soon as practicable following the Holding Period Termination Deadline, on the Holding Period Distribution Date.

Holders of Existing Notes that do not submit (or arrange to have submitted on their behalf) valid Holding Period Exchange Instructions by the Holding Period Termination Deadline certifying their status as an Eligible Holder will be subject to the Cash Proceeds Arrangement.

Requirements for Holding Period Exchange Instructions

Holders must submit (or arrange to have submitted on their behalf) Holding Period Exchange Instructions in accordance with the following requirements.

Euroclear / Clearstream Notes

In order to submit Holding Period Exchange Instructions, Direct Participants in respect of Euroclear / Clearstream Notes must submit (and not subsequently withdraw) an electronic instruction through the relevant Clearing System at or prior to the Holding Period Termination Deadline specifying that it is submitted on behalf of a beneficial owner:

(i)         who is an Eligible Holder that is (a) outside of the United States and (b) not a Retail Investor

(ii)       who is not an Eligible Holder.

DTC Notes

In order to submit Holding Period Exchange Instructions, DTC Direct Participants must submit (and not subsequently withdraw) an Agent's Message through ATOP (each as defined in the Memorandum) at or prior to the Holding Period Termination Deadline specifying that it is submitted on behalf of a beneficial owner:

(i)         who is an Eligible Holder that is (a) a QIB or an Accredited Investor and (b) not a Retail Investor; or

(ii)       who is not an Eligible Holder.

Holders may only submit Holding Period Instructions in respect of principal amounts of the relevant minimum denomination of the relevant Series of Existing Notes and the relevant integral multiple in excess thereof with respect to each Series of Existing Notes. A separate Holding Period Instruction must be submitted on behalf of each beneficial owner of Existing Notes. The minimum denomination of the relevant Series of Existing Notes is U.S.$200,000, U.S.$100,000 or EUR100,000, and in integral multiples of U.S.$1,000 or EUR1,000, as applicable, in excess thereof.

Cash Proceeds Arrangement

In relation to each:

(i)         holder of Existing Notes that submitted (or arranged to have submitted on its behalf) a valid Participation Instruction on or before the Expiration Time certifying that it is not an Eligible Holder; and

(ii)        holder of Existing Notes who does not deliver a valid Participation Instruction on or before the Expiration Time and that subsequently fails to submit or arrange to have submitted on its behalf a valid Holding Period Exchange Instruction at or prior to the Holding Period Termination Deadline,

Ukraine shall sell or procure the sale of Mandatory Exchange Consideration to which such holder is entitled in one or more transactions (each, a "Sale") as soon as practicable following the Holding Period Termination Deadline, and the Mandatory Substitute Consideration will be delivered to such Holder on the Cash Proceeds Distribution Date. Ineligible Holders of a Series of Existing Notes who delivered a valid Participation Instruction on or prior to the Early Consent Deadline will receive, on the Cash Proceeds Distribution Date, the Consent Fee.

Any such Sale will be for cash and on terms that Ukraine determines are commercially reasonable, including without limitation by instructing one or more brokers to undertake the sale on market standard terms and provided that if Ukraine is unable to find buyers for all relevant New Securities in the open market within 6 months of the Holding Period Termination Deadline, any remaining New Securities shall be cancelled (such cancellation to be effected by a reduction in the principal amount of each relevant Global Note) and neither Ukraine, nor the Custodian, nor any broker or agent instructed in respect of such Sale, shall have any obligations or liability whatsoever in respect of such New Securities to any person.

The price, terms, timing and manner of such Sales will be on the best terms reasonably available at the time using a transparent open market process and shall be for cash. Neither the Custodian nor Ukraine nor any broker will have any liability for any loss or alleged loss arising from such sale or a failure to procure any purchaser for such New Securities (or any of them). The proceeds of such Sales (net of the costs of sale including the fees of any marketing agent, placement agent, broker or underwriter appointed in relation to the Sales and any taxes and provisions for tax on sale or as a result of the Holding Period Arrangement) (the "Net Cash Proceeds") will be held for the benefit of similarly situated holders of the Existing Notes until such time as Sales of all relevant Mandatory Exchange Consideration have been effected after the Holding Period Termination Deadline, and the pro rata shares of such Net Cash Proceeds will be delivered to the relevant Direct Participants in the relevant Clearing System on behalf of the holders of Existing Notes entitled to such Mandatory Substitute Consideration on the Cash Proceeds Distribution Date (the "Cash Proceeds Arrangement").

However, depending on market conditions, the volume of Mandatory Exchange Consideration sold or other developments, the Net Cash Proceeds may be less than the principal amount of the Mandatory Exchange Consideration that would otherwise have been due to such Holder had it been an Eligible Holder. Furthermore, such Net Cash Proceeds will not be available until after the Holding Period Termination Deadline. Ukraine will not be obligated to pay any amount other than, or additional to, the Net Cash Proceeds, and payment of the Net Cash Proceeds will fully and finally discharge Ukraine's obligation to deliver the Mandatory Exchange Consideration to the relevant holders of Existing Notes.

This Notice is released by Ukraine, represented by the Minister of Finance.

Any questions regarding the procedures outlined in this Notice, including the submission of Holding Period Exchange Instructions, 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]

 

END