The Gabonese Rep

Final Results and Pricing announcement

RNS Number : 8652U
Gabonese Republic (The)
05 December 2013
 

NOT FOR DISTRIBUTION IN THE UNITED STATES (EXCEPT TO QIBS (AS DEFINED BELOW)) 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 FOR THE PURPOSES OF DIRECTIVE 2003/71/EC, AS AMENDED.

December 5, 2013

THE GABONESE REPUBLIC ANNOUNCES FINAL RESULTS OF OFFERS AND PRICING OF THE NEW NOTES IN CONNECTION WITH THE EXCHANGE OFFER AND COMBINED TENDER OFFER IN RESPECT OF ITS US$1,000,000,000 8.20 PER CENT. NOTES DUE 2017
(RULE 144A CUSIP/ISIN: 362420AA9/US362420AA95; REGULATION S ISIN: XS0333225000; THE "EXISTING NOTES")

The Gabonese Republic (the "Republic") today announces the final results of the Offers and pricing details of the New Notes in relation to its invitation to Exchange Eligible Holders (or Tender Eligible Holders that are also Exchange Eligible Holders) to offer to exchange any and all of their Existing Notes for New Notes pursuant to the Exchange Offer and/or Combined Tender Offer, and its invitation to Tender Eligible Holders to purchase their Existing Notes for cash.

The Offers were launched on November 26, 2013, and were 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 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.

The Expiration Deadline for receipt of valid submissions and/or tenders of Existing Notes by the Exchange and Tender Agent was 5:00 p.m. New York City time (10:00 p.m. London time) on December 4, 2013.

As at the Expiration Deadline, US$694,398,000 in aggregate principal amount of Existing Notes had been submitted and tendered pursuant to the Offers.

Results of the Tender Offer

As at the Expiration Deadline, US$441,503,000 in aggregate principal amount of Existing Notes had been validly tendered for purchase pursuant to the Tender Offer, comprising (a) US$48,675,000 in aggregate principal amount of Existing Notes validly tendered pursuant to the Cash Tender Offer, and (b) US$392,828,000 in aggregate principal amount of Existing Notes validly tendered pursuant to the Combined Tender Offer. The Republic has decided to accept for purchase US$140,000,000 in aggregate principal amount of Existing Notes, being the Maximum Acceptance Amount. Accordingly, as the aggregate principal amount of Existing Notes validly tendered exceeds the Maximum Acceptance Amount relating to the Tender Offer, the Republic has decided to accept all valid tenders of Existing Notes for purchase, subject to a pro-ration factor of 0.31871 (calculated as described in the Exchange and Tender Offer Memorandum). Each tender of Existing Notes reduced in this manner will be rounded down to the nearest US$1,000 in aggregate principal amount, provided that, in accordance with the terms and conditions of the Tender Offer, the Republic will only accept tenders of Existing Notes subject to pro-ration to the extent such pro-ration will not result in the relevant Noteholder transferring Existing Notes to the Republic in an aggregate principal amount outstanding of less than the minimum denomination of the Existing Notes or if the acceptance of such tenders would not result in the Republic having to return Existing Notes to the relevant Noteholder in an aggregate principal amount of less than the minimum denomination of the Existing Notes.

In accordance with the terms of the Combined Tender Offer, US$265,323,000 in aggregate principal amount of Existing Notes validly tendered pursuant to the Combined Tender Offer, but not purchased for cash as a result of such pro-ration, are being accepted by the Republic for exchange for New Notes pursuant to and subject to the terms and conditions of the Exchange Offer.

Results of the Exchange Offer and Combined Tender Offer

The Republic hereby announces that it has accepted valid submissions and tenders of Existing Notes pursuant to the Exchange Offer and Combined Tender Offer to exchange, for New Notes, US$516,516,000 in aggregate principal amount of the Existing Notes as at the Expiration Deadline, comprising (a) US$251,193,000 in aggregate principal amount of the Existing Notes validly submitted pursuant to the Exchange Offer, and (b) US$265,323,000 in aggregate principal amount of the Existing Notes validly tendered pursuant to the Combined Tender Offer but not purchased for cash as a result of pro rata acceptance up to the Maximum Acceptance Amount (see also "Results of the Tender Offer" above).

Pricing of the New Notes and Settlement

The Republic hereby announces the following details relating to the New Notes, following pricing of the New Notes which took place at or around 1:00 p.m. New York City time (6:00 p.m. London time) today:

New Issue Yield:

6.375 per cent.

 

Maturity of the New Notes:

 

A final maturity date of 2024, with an amortizing/soft bullet redemption with equal payments of principal being made in years 9, 10 and 11

 

New Issue Coupon:

6.375 per cent.

 

New Issue Price:

100 per cent.

 

Exchange Ratio:

118 per cent.

 

Aggregate principal amount of New Notes to be issued in connection with the Exchange Offer and Combined Tender Offer:

 

US$609,488,880

 

 

Aggregate principal amount of New Notes to be issued:

US$1,500,000,000

 

 

The final prospectus relating to the New Notes is expected to be available on or around December 9, 2013 and will be made available to the public in accordance with the Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations") (which implement the Prospectus Directive in Ireland). Investors may obtain a copy from the website of the Irish Stock Exchange Limited at http://www.ise.ie.

Subject to satisfaction of the Transaction Conditions, the Settlement Date is expected to be on December 12, 2013. As December 12, 2013 is also an ordinary course interest payment date under the terms and conditions of the Existing Notes, there will be no separate Existing Notes Accrued Interest Payment made in connection with the settlement of the Offers.   

Following settlement of the Offers, the outstanding principal amount of the Existing Notes will be US$218,129,000.

The Republic may, in its sole and absolute discretion, waive any or all of the Transaction Conditions at any time, as further described in the Exchange and Tender Offer Memorandum.

Noteholders are advised to read carefully the Exchange and Tender Offer Memorandum for full details of, and information on, 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

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Standard Chartered Bank

P.O. Box 999

Dubai

United Arab Emirates

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]

Attention: Liability Management Group

Tel: +44 20 7545 8011

Email: [email protected]

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

Email: [email protected]

Requests for information, 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]

 

(For information purposes only, Lazard Frères of 121, boulevard Haussmann, 75008 Paris, France, has acted as financial adviser to the Republic.)


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 the United States, its territories or possessions, or 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 with any regulatory authority of any state or other jurisdiction of the United States. The securities are being offered and sold (i) in the United States to "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the U.S. Securities Act and (ii) outside the United States pursuant to Regulation S under the U.S. Securities Act. No public offering of securities will be made in the United States. 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 for the purposes of Directive 2003/71/EC, as amended, 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 accept New Notes and/or take (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.

 


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