The Gabonese Rep

Launch Announcement

RNS Number : 9885T
Gabonese Republic (The)
26 November 2013
 

NOT FOR DISTRIBUTION IN OR TO ANY PERSON LOCATED OR RESIDENT IN JAPAN, CANADA OR AUSTRALIA.

NOT FOR DISTRIBUTION IN ANY OTHER JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER AND THE TENDER OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.

26 November 2013

THE GABONESE REPUBLIC ANNOUNCES AN EXCHANGE OFFER AND A TENDER OFFER IN RESPECT OF ITS U.S.$1,000,000,000 8.20 PER CENT. NOTES DUE 2017

The Gabonese Republic (the "Republic") today announces its invitation to eligible holders of its outstanding U.S.$1,000,000,000 8.20 per cent. Notes due 2017 (Rule 144A CUSIP/ISIN: 362420AA9/US362420AA95; Regulation S ISIN: XS0333225000) (the "Existing Notes") of an offer:

(i)         to Exchange Eligible Holders only, to exchange New Notes for any and all of the validly submitted and accepted outstanding Existing Notes (the "Exchange Offer"), and

(ii)        to Tender Eligible Holders only, either (A) to purchase for cash some or all Existing Notes validly tendered and accepted for purchase (the "Cash Tender Offer") or (B) if any such Tender Eligible Holders are also Exchange Eligible Holders, (x) to purchase for cash some or all Existing Notes validly tendered and accepted for purchase and (y) to exchange for New Notes, pursuant to and subject to the terms of and conditions of the Exchange Offer, any and all of the remaining validly tendered and accepted Existing Notes of such Noteholder following application of a pro rata acceptance up to the Maximum Acceptance Amount (the "Combined Tender Offer" and, together with the Cash Tender Offer, the "Tender Offer", and the Tender Offer and the Exchange Offer together constituting the "Offers"), 

in each case together with interest accrued and unpaid on the Existing Notes up to (but excluding) the Settlement Date (all as more fully described herein and in the Exchange and Tender Offer Memorandum). 

The Republic proposes to accept for purchase, pursuant to the Tender Offer, validly tendered Existing Notes up to approximately US$140,000,000 in maximum principal amount of Existing Notes (such maximum amount as may be increased or reduced, at the sole and absolute discretion of the Republic, the "Maximum Acceptance Amount"), upon the terms and subject to the conditions contained in the Exchange and Tender Offer Memorandum.  In the event that Acceptance Instructions in respect of the Tender Offer are received in respect of an aggregate principal amount of Existing Notes which is greater than the Maximum Acceptance Amount, such Acceptance Instructions will be accepted on a pro rata basis.

The Offers are made on the terms and subject to the conditions set out in the Exchange and Tender Offer Memorandum dated November 26, 2013 (the "Exchange and Tender Offer Memorandum"), including the offer and distribution restrictions set out below and in the Exchange and Tender Offer Memorandum, and this announcement should be read in conjunction with the Exchange and Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Exchange and Tender Offer Memorandum.

 

Existing Notes CUSIP/ISIN

Title of Existing Notes

New Notes to be Issued

Exchange Price/ Exchange Ratio

Tender Offer Price

362420AA9 / US362420AA95 (Rule 144A)

 

ISIN XS0333225000 (Regulation S)

U.S.$874,645,000

U.S.$1,000,000,000 8.20 per cent. Notes due 2017

U.S. Dollar denominated fixed rate notes

Exchange Price:  US$1,180 per US$1,000 in Existing Notes

 

Exchange Ratio: to be determined as set out below and in the Exchange and Tender Offer Memorandum

US$1,180 per US$1,000 in Existing Notes

 

BACKGROUND TO AND REASON FOR THE OFFERS

The purpose of the Exchange Offer is to extend the Republic's debt maturity profile, and the purpose of the Tender Offer is to reduce the Republic's funding costs.

The Republic intends to fund payments in respect of the Existing Notes validly submitted and accepted for purchase and/or exchange (including Tender Offer Amounts and Existing Notes Accrued Interest Payments) from funds held by the Republic in a reserve account managed by the International Bank for Reconstruction and Development (the World Bank).

THE OFFERS

Subject to the offer restrictions set out in "Offer and Distribution Restrictions" and the conditions set out herein and in the Exchange and Tender Offer Memorandum, the Exchange Offer is being made only to Exchange Eligible Holders, the Cash Tender Offer is being made only to Tender Eligible Holders, and the Combined Tender Offer is being made only to Tender Eligible Holders that are also Exchange Eligible Holders.

Noteholders wishing to offer their Existing Notes for exchange and/or purchase pursuant to the Offers should do so in accordance with the procedures described under the heading "Procedures for Participating in the Exchange Offer" in the Exchange and Tender Offer Memorandum.

In respect of the Exchange Offer and the Combined Tender Offer, holders of Existing Notes issued outside the United States in accordance with Regulation S ("Regulation S Existing Notes") may as part of their electronic instruction to submit Existing Notes for exchange specify whether they wish to receive Regulation S New Notes or Rule 144A New Notes. Holders of Existing Notes issued in reliance on Rule 144A ("Rule 144A Existing Notes") will receive Rule 144A New Notes only.

In order to participate in the Offers, Noteholders must validly submit their Existing Notes for exchange or validly tender their Existing Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Acceptance Instruction that is received by the Exchange and Tender Agent from the relevant Clearing System by the Expiration Deadline. Acceptance Instructions in respect of the Existing Notes submitted pursuant to the Offers and received by the Exchange and Tender Agent will be irrevocable except in the limited circumstances described in the Exchange and Tender Offer Memorandum under the heading "Amendment and Termination".

In order to submit a valid Acceptance Instruction in accordance with the procedures described in the Exchange and Tender Offer Memorandum, Noteholders wishing to participate in the Exchange Offer will be required to represent and warrant, and will be deemed to represent and warrant by such submission, inter alia, that they are Exchange Eligible Holders and/or Tender Eligible Holders (as applicable). These and other representations, warranties and agreements which Noteholders will be deemed to make by submitting Acceptance Instructions are described further in the Exchange and Tender Offer Memorandum.

The Exchange Offer

Pricing of the New Notes

New Issue Yield

The Republic expects to announce the minimum yield (the "Minimum New Issue Yield") at or above which the New Issue Yield will be fixed at or around 9:00 a.m. London time) on December 2, 2013).  The New Issue Yield, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date, is expected to be determined by the Republic at or around 1:00 p.m. New York City time (6.00 p.m. London time) on December 5, 2013 (the "Pricing Time") and will be announced by the Republic as soon as reasonably practicable after the Pricing Time.

The determination of the New Issue Yield will be based on feedback solicited by the Dealer Managers from the markets before the Pricing Time.

New Issue Price, New Issue Coupon and Exchange Ratio

Following the determination by the Republic of the New Issue Yield, the New Issue Price and the New Issue Coupon will be calculated on the basis of the New Issue Yield, in accordance with market convention. The New Issue Coupon will be set equal to the New Notes Yield, which could be rounded down to the nearest one-eighth per cent. (0.125%) in accordance with market convention. It is expected that the New Issue Price, adjusted to allow for rounding down of the New Issue Coupon as aforesaid, rounded to the nearest 0.001 per cent. (with 0.0005 rounded upwards), will be as close as possible to (but not above) 100 per cent. of the principal amount of the New Notes. The New Issue Price and New Issue Coupon will be announced by the Republic as soon as reasonably practicable after the Pricing Time.

The Exchange Ratio will be calculated by dividing the Exchange Price (expressed as a percentage) by the New Issue Price (expressed as a percentage), rounded to the nearest 0.000001. The Exchange Ratio will be announced by the Republic together with the announcement of the results of the Offers.

Exchange Offer Consideration

The principal amount of the New Notes that each Exchange Eligible Holder whose Existing Notes are validly submitted and accepted for exchange in accordance with the terms and conditions of the Exchange Offer will receive (subject to satisfaction or waiver of the Transaction Conditions) on the Settlement Date will be equal to the aggregate principal amount of such Existing Notes multiplied by the Exchange Ratio, and rounded down to the nearest US$1 (being the Exchange Offer Consideration), subject to Noteholders having validly submitted the Minimum Submission Amount of Existing Notes.

The Republic will also pay Exchange Eligible Holders, whose Existing Notes are validly submitted and accepted for exchange in accordance with the terms and conditions of the Exchange Offer on the Settlement Date, the Existing Notes Accrued Interest Payment.

New Notes denomination, Minimum Submission Amount

The New Notes will be issued in the minimum denomination of US$200,000 and integral multiples of US$1 in excess thereof. Accordingly, to participate in the Exchange Offer, Exchange Eligible Holders must validly submit for exchange an aggregate principal amount of Existing Notes at least equal to the Minimum Submission Amount, being a sufficient principal amount of Existing Notes that will, following the application of the Exchange Ratio, and if accepted by the Republic, be sufficient to entitle such Exchange Eligible Holder to receive a principal amount of New Notes of at least the minimum denomination of US$200,000. An Exchange Eligible Holder that holds an aggregate principal amount of Existing Notes that is less than the Minimum Submission Amount must first acquire such further number of Existing Notes as is necessary for such Exchange Eligible Holder to be able to submit for exchange the Minimum Submission Amount.

Minimum New Issue Size

The Exchange Offer is conditional on the issuance of an aggregate principal amount of the New Notes of not less than US$500,000,000 (the "Minimum New Issue Size").

New Notes Conditions

The terms of the New Notes differ in certain respects from those of the Existing Notes, including, but not limited to, in respect of the maturity structure (whereby the terms of the Existing Notes provide for a bullet redemption on their maturity date, and it is currently expected that the terms of the New Notes will provide for either a bullet redemption on their maturity date or an amortizing/soft bullet redemption with equal payments of principal being made in years 9, 10 and 11). See the section entitled "Terms and Conditions of the Exchange Offer - Certain Differences in the terms and conditions of the New Notes" in the Exchange and Tender Offer Memorandum for further details.  Holders should review the Preliminary Prospectus and the terms and condition of the New Notes in their entirety before making a decision whether to offer Existing Notes for exchange.  In particular, attention is also drawn to the section headed "Risk Factors" in the Preliminary Prospectus.

Listing of the New Notes

Application will be made for the New Notes to be admitted to listing on the official list of the Irish Stock Exchange Limited (the "Irish Stock Exchange"), and admitted to trading the EEA regulated market of the Irish Stock Exchange.

The Tender Offer

Tender Eligible Holders who validly tender their Existing Notes in accordance with the terms and conditions of the Tender Offer at or prior to the Expiration Deadline whose Existing Notes are accepted for purchase by the Republic, subject to any pro-ration, will receive (subject to satisfaction, or (if applicable) waiver, of the Transaction Conditions) on the Settlement Date a cash amount equal to the aggregate principal amount of such Existing Notes multiplied by the Tender Offer Price (expressed as a fraction) (the "Tender Offer Amount") and the Existing Notes Accrued Interest Payment.

For the avoidance of doubt, Tender Eligible Holders that are also Exchange Eligible Holders may participate in either the Cash Tender Offer or the Combined Tender Offer.

Tender Eligible Holders that are also Exchange Eligible Holders and who validly submit tenders to participate in the Combined Tender Offer at or prior to the Expiration Deadline, in accordance with the terms and conditions of the Tender Offer, will, to the extent such tenders are accepted by the Republic, receive (subject to satisfaction, or waiver of the Transaction Conditions) on the Settlement Date the relevant Tender Offer Amount, the applicable principal amount of New Notes (subject to and in accordance with the terms and conditions of the Exchange Offer), and any applicable Existing Notes Accrued Interest Payment.

Minimum Tender Amount

To participate in the Tender Offer, Tender Eligible Holders must validly tender for purchase a minimum of US$100,000 in principal amount of Existing Notes (being the minimum denomination of the Existing Notes) and integral multiples of US$1,000 in excess thereof.

Acceptance Instructions, Expiration and Settlement

The Offers for the Existing Notes will expire at 5:00 p.m. New York City time (10:00 p.m. London time) on December 4, 2013 unless any of them is extended by the Republic (such time and date, as may be extended, the "Expiration Deadline"). The Settlement Date for the Offers will occur as soon as practicable after the Expiration Deadline and is currently expected to be December 12, 2013.

Existing Notes exchanged and/or purchased by the Republic pursuant to the Offers will be cancelled in accordance with the terms and conditions of the Existing Notes.

The Republic may, in its sole discretion, extend, amend, modify or waive any condition of or terminate or withdraw or re-open either or both of the Offers (including, but not limited to, purchasing more or less than the Maximum Acceptance Amount) at any time prior to the Expiration Deadline (subject to applicable law and as provided in the Exchange and Tender Offer Memorandum).

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines specified in the Exchange and Tender Offer Memorandum in order for that Noteholder to be able to participate in the Offers. The deadlines set by the Clearing Systems for the submission and withdrawal of Acceptance Instructions will also be earlier than the relevant deadlines specified in the Exchange and Tender Offer Memorandum.

For further information on the Offers and the further terms and conditions on which the Offers are made, Eligible Holders should refer to the Exchange and Tender Offer Memorandum.



Expected Timetable of Events

The following table describes the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change. The below times and dates are subject to the right of the Republic to extend, re-open, amend and/or terminate either or both of the Offers (subject to applicable law and as provided in the Exchange and Tender Offer Memorandum).

Events

Times and Dates

Commencement of the Offers


Offers announced. Exchange and Tender Offer Memorandum available from the Exchange and Tender Agent

November 26, 2013

Announcement of Minimum New Issue Yield


Announcement of the minimum yield at or above which the New Issue Yield will be fixed

At or around 9:00 a.m. (London time) on December 2, 2013

Expiration Deadline


Deadline for receipt of valid Acceptance Instructions by the Exchange and Tender Agent from the Clearing Systems in order for Noteholders to be able to participate in the Offers

5:00 p.m. New York City time (10:00 p.m. London time) on December 4, 2013

Pricing Time


Determination of the New Issue Yield, New Issue Price, New Issue Coupon and Exchange Ratio

At or around 1:00 p.m. New York City time (6.00 p.m. London time) on December 5, 2013

Announcement of pricing details


Announcement of the New Issue Yield, New Issue Price and New Issue Coupon applicable to the New Notes

As soon as reasonably practicable after the Pricing Time

Announcement of Exchange Offer and Tender Offer Results


Announcement of (i) the final aggregate principal amount(s) of (a) Existing Notes validly submitted and accepted for exchange and/or validly tendered and accepted for purchase (and the pro-ration factor, if applicable) and (b) New Notes to be issued; (ii) the Existing Notes Accrued Interest Payment and (iii) the Exchange Ratio, subject only to the satisfaction or (if applicable) waiver of the relevant Transaction Conditions

As soon as reasonably practicable after the Pricing Time

Prospectus

Expected date of the final prospectus for the listing of the New Notes on the Irish Stock Exchange

 

On or around December 9, 2013

Settlement


Expected Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for Existing Notes validly submitted for exchange and accepted and (ii) payment of the Existing Notes Accrued Interest Payment

December 12, 2013

Expected Settlement Date for the Tender Offer, including (i) payment of the Tender Offer Amount and the Existing Notes Accrued Interest Payment and (ii) if applicable, delivery of the New Notes in connection with the Combined Tender Offer (in accordance with the terms of the Exchange Offer)

December 12, 2013

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

Requests for information in relation to the Offers may be directed to:

 

Dealer Managers

 

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London El4 5LB

United Kingdom

 

Attention: Liability Management Group

Tel: +44 20 7986 8969 (London)

           +1 800 558 3745 (Toll Free U.S.)

       +1 212 723 6106 (Collect U.S.)

Email: [email protected]

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

 

Attention: Liability Management Group

Tel: +44 20 7545 8011

Email: [email protected]

Standard Chartered Bank

P.O. Box 999

Dubai

United Arab Emirates

 

 

 

Attention: Debt Capital Markets Tel: +971 4 508 3700

Email: [email protected]

 

 

Requests for information in relation to the procedures for the delivery of Acceptance Instruction and for any documents or materials relating to the Offers may be directed to:

 

Exchange and Tender Agent

Citibank, N.A., London Branch

Citigroup Centre

25 Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Attention: Exchange Team - Agency & Trust

Telephone:  +44 20 7508 3867
Email: [email protected]

 

 

DISCLAIMER

This announcement contains certain forward-looking information and statements. The forward-looking information is presented as of the date hereof, and the Republic expressly disclaims any obligation or undertaking to update, review or revise any forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Nothing in this announcement or in the Exchange and Tender Offer Memorandum constitutes an offer to buy, subscribe or sell securities in any jurisdiction where it is unlawful to do so. The securities referred to in this announcement and in the Exchange and Tender Offer Memorandum have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the U.S. or other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable laws of other jurisdictions. None of the Exchange Offer, the Combined Tender Offer, this announcement, the Exchange and Tender Offer Memorandum or the New Notes have been approved or disapproved by the United States Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Exchange Offer or the Combined Tender Offer or the New Notes or the accuracy or adequacy of this announcement or the Exchange and Tender Offer Memorandum. 

The Dealer Managers take no responsibility for the contents of this announcement. If you are in any doubt as to the action you should take, you are recommended to seek your own legal, tax and financial advice (including as to any tax consequences) immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This document does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order") and (iii) or to other persons to whom it may otherwise lawfully be communicated under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This announcement is an advertisement and not a prospectus and investors should not subscribe for any securities referred to in this announcement, except on the basis of the final prospectus in respect of the New Notes, which will be published on the website of the Irish Stock Exchange (www.ise.ie), and the Exchange and Tender Offer Memorandum. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or tender, any notes or other securities of the Republic, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Republic, and none of the Republic, the Exchange and Tender Agent or the Dealer Managers makes any recommendation as to whether or not Noteholders should participate in the any of the Offers and/or accept New Notes and/or refrain from taking any action in any of the Offers with respect to any of such Noteholder's Existing Bonds, and none of them has authorised any person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Exchange and Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Exchange and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange and Tender  Offer Memorandum comes are required by each of the Republic, the Dealer Managers and the Exchange and Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Republic, the Dealer Managers or the Exchange and Tender Agent in relation to the Offers that would permit a public offering of New Notes in any country or jurisdiction where action for that purpose would be required.

United States

The Exchange Offer and the Combined Tender Offer will be made, and the New Notes are being offered and will be issued, only to Noteholders (i) that are "qualified institutional buyers", as that term is defined in Rule 144A in private transactions in reliance on Rule 144A or (ii) that are located outside the United States in accordance with Regulation S.

The New Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States.

As a result, Noteholders within the United States will be eligible to participate in the Exchange Offer and/or the Combined Tender Offer only if they are "qualified institutional buyers" as defined in Rule 144A in private transactions in reliance on Rule 144A. Offers and issuances of the New Notes outside the United States will be made in offshore transactions in reliance on Regulation S. The Exchange Offer is being made only to Exchange Eligible Holders of Existing Notes, and the Combined Tender Offer is being made only to Tender Eligible Holders that are also Exchange Eligible Holders of Existing Notes, in each case, who deliver a properly completed Eligibility Confirmation to the Exchange and Tender Agent by the Expiration Deadline.

United Kingdom

The communication of this announcement and the Exchange and Tender Offer Memorandum and any other documents or materials relating to the Offers 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 United Kingdom Financial Services and Markets Act 2000, as amended (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 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 Promotion Order) or any other persons to whom they may otherwise lawfully be made under the Financial Promotion Order.

Italy

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

Accordingly, the Offers are being carried out in the Republic of Italy as exempted offers 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 Existing Notes can exchange or tender some or all of their Existing Notes pursuant to the Offers 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. 16190 of 29 October 2007, 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 Existing Notes, the New Notes or the Offers.

Belgium

None of this announcement, the Exchange and Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers 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 Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Exchange and Tender Offer Memorandum or any other documents or materials relating to the Offers (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).

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France").  None of this announcement, the Exchange and Tender Offer Memorandum or any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers.  This announcement, the Exchange and Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

European Economic Area

Neither the Exchange Offer nor the Combined Tender Offer is being made, directly or indirectly, to the public in any Member State of the European Economic Area. None of this announcement, the Exchange and Tender Offer Memorandum or any document or material relating to the Exchange Offer has been or shall be distributed to the public in any Member State of the European Economic Area and only "qualified investors" (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended (the "Prospectus Directive")) located or resident in any Member States of the European Economic Area which has implemented the Prospectus Directive are eligible to participate in the Exchange Offer.

The CEMAC region (including Gabon)

Neither the Exchange Offer nor the Combined Tender Offer is being made, directly or indirectly, to the public in any member state of the Monetary and Economic Community for Central Africa (the Communauté économique et monétaire de l'Afrique central or "CEMAC") region (including Gabon). Unless they are registered and authorised by the financial regulators of the CEMAC or Gabonese financial regulations, none of this announcement, the Exchange and Tender Offer Memorandum or any other document or material relating to the Exchange Offer and/or the Combined Tender Offer has been or shall be, nor may be, distributed to the public in any member state of the CEMAC region (including Gabon).

Japan, Canada and Australia

Neither the Exchange Offer nor the Combined Tender Offer is being made directly or indirectly in Japan, Canada or Australia and in such circumstances it will not be capable of acceptance from Japan, Canada or Australia. Accordingly, none of this announcement, the Exchange and Tender Offer Memorandum or any document or material relating to the Exchange Offer has been or shall be distributed to residents of or addresses in Japan, Canada or Australia.

General

None of this announcement, the Exchange and Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, in any jurisdiction where it is unlawful to do so and submissions of Existing Notes for exchange or tenders of Existing Notes for purchase pursuant to the Offers will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, "blue sky" or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, any such Offer shall be deemed to be made by such Dealer Manager or its affiliate (as the case may be) on behalf of the Republic in such jurisdictions by such Dealer Manager or affiliate, as the case may be and neither Offer is made in any such jurisdiction where any of the Dealer Managers or any of their respective affiliates is not so licensed.

Each holder of Existing Notes participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section entitled "Procedures for Participating in the Offers" in the Exchange and Tender Offer Memorandum. Any submission of Existing Notes for exchange or tender of Existing Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted. Each of the Republic, the Dealer Managers and the Exchange and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Existing Notes for exchange or tender of Existing Notes for purchase pursuant to the Offers, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Republic determines (for any reason) that such representation is not correct, such submission or tender shall not be accepted.

 

 

 

 

 

 

 

 

                                                                                                                                                     

 

 

 

 

 

 

150666-4-2385


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