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Republic of Armenia (IRSH)

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Tuesday 10 September, 2019

Republic of Armenia

Invitation to Purchase Notes for Cash

RNS Number : 8656L
Republic of Armenia
10 September 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

10 September 2019

THE REPUBLIC OF ARMENIA ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH

The Republic of Armenia (the "Issuer" or "Armenia") acting through the Ministry of Finance of Armenia (the "Ministry of Finance") has today launched an invitation to holders (the "Noteholders") of the U.S.$700,000,000 6.000 per cent. Notes due 2020 (Reg S ISIN: XS0974642273 / Reg S Common Code: 097464227 / 144A ISIN: US042207AA84 / 144A CUSIP: 042207AA8) of which U.S.$500,072,000 in principal amount is currently outstanding (the "Notes") issued by Armenia, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 10 September 2019 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum"), to tender for purchase for cash any and all of the outstanding Notes, in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

Tenders of the Notes pursuant to the Tender Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Tender Offer is made subject to the terms and conditions set forth in the Tender Offer Memorandum, including the settlement of a new issue of notes (the "New Notes") by the Issuer (such settlement, the "Financing Condition"), to be priced in an amount and on terms and conditions acceptable to the Issuer (the "New Notes Offering").

The Purchase Price

Noteholders that validly tender their Notes at or prior to 10.00 pm (London time) on 18 September 2019, unless such time and date is extended by Armenia or earlier terminated (the "Expiration Deadline") (providing such tender is received by the Tender Agent at or prior to the Expiration Deadline) and whose tender of such Notes is accepted by Armenia, will be paid on the Payment Date (currently expected to be 27 September 2019)), subject to the conditions described in the Tender Offer Memorandum, U.S.$1,033.75 per U.S.$1,000 in principal amount of Notes accepted for purchase (the "Purchase Price").

Accrued Interest Amount

In addition to the Purchase Price, Armenia will pay as part of the consideration for the Notes accepted for purchase in the Tender Offer an amount in cash in U.S. dollars equal to accrued and unpaid interest (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent), if any, on such Notes (the "Accrued Interest Amount") from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Payment Date.

Allocation of New Notes

The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes should quote an allocation identifier code (an "Allocation Identifier Code"), which can be obtained by contacting the Dealer Managers (as defined below) before the Expiration Deadline, when tendering their Notes (in the case of tenders through ATOP, quoting this in the free form field), subject to and in accordance with the procedures set forth in the Tender Offer Memorandum. The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Notes.

In order to apply for the purchase of the New Notes from the Issuer such Noteholder must make a separate application in respect of the New Notes for the purchase of such New Notes, quoting its Allocation Identifier Code. The Issuer will review tender instructions and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Notes. However, no assurance can be given that any Noteholder that tenders Notes will be given an allocation of New Notes at the levels any such Noteholder may apply for, or at all.

Summary of the Tender Offer

Description of the Notes

Outstanding Principal Amount

ISIN / Common Code
Reg S Notes

 


ISIN / CUSIP 144A Notes

 


Minimum Denomination

Purchase
Price

Amount
subject to the
Tender Offer

U.S.$700,000,000 6.000 per cent. Notes due 2020

U.S.$ 500,072,000

XS0974642273/ 097464227 
 

 

US042207AA84/
042207 AA8

 

U.S.$200,000 and integral multiples of U.S.$1,000 thereafter

U.S.$ 1,033.75 per U.S.$1,000 in principal amount of Notes

Any and all

Rationale for the Tender Offer

Armenia is carrying out the Tender Offer concurrently with the New Notes Offering in order to extend the weighted average maturity of its existing public debt, reduce the weighted average cost of public debt of Armenia and refinance the major share of upcoming redemptions of public debt of Armenia prudently and in advance.

Conditions to the Tender Offer

The Tender Offer is subject to the satisfaction of the Financing Condition, and on the Dealer Manager Agreement relating to the Tender Offer not having been terminated prior to or at the time of the settlement of the Tender Offer. The satisfaction (or waiver) of the Financing Condition is expected to be announced by the Issuer on the Results Announcement Date (as defined below).

As further set out in the Tender Offer Memorandum, Armenia is under no obligation to accept any tender of Notes for purchase pursuant to the Tender Offer. Tenders of Notes may be rejected in the sole discretion of Armenia for any reason, and Armenia is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept any tender of Notes. Even if a tender of Notes is accepted, such acceptance or the payment of the relevant consideration may be delayed.

Notes that are not successfully tendered and accepted for purchase pursuant to the Tender Offer on the terms and conditions set out in the Tender Offer Memorandum will remain outstanding.

Expected Timetable of Events

The times and dates below are indicative only.

Date

 

Calendar Date and Time

Event

Commencement Date

10 September 2019

Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.

Expiration Deadline

10.00 pm (London time) on 18 September 2019, unless extended or earlier terminated by the Issuer. In the case of an extension, the Expiration Deadline will be such other date and time as so extended.

The last time for Noteholders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Tender Agent before such time) in order to be eligible to receive payment of the Purchase Price and the Accrued Interest Amount on the Payment Date. If a broker, dealer, bank, custodian, trust company or other nominee holds Notes of any Noteholder, such nominee may have earlier deadlines for accepting the Tender Offer on or prior to the Expiration Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines.

Noteholders who wish to tender Notes pursuant to the Tender Offer and also subscribe for New Notes should quote an Allocation Identifier Code, which can be obtained by contacting the Dealer Managers before the Expiration Deadline.

Announcement of Tender Offer Results

19 September 2019

(the "Results Announcement Date").

The Issuer expects to announce whether the Financing Condition is expected to be satisfied, the principal amount of Notes accepted for purchase and any other results of the Tender Offer, and the aggregate principal amount of Notes that will remain outstanding following completion of the Tender Offer.

Payment Date

A date expected to be on or about 27 September 2019.

Subject to the satisfaction or waiver of the Financing Condition, the day that Noteholders will be paid the Purchase Price and the Accrued Interest Amount, in the case of Notes (i) validly tendered on or prior to the Expiration Deadline (subject to such tender being validly received by the Tender Agent before the Expiration Deadline) and (ii) accepted for purchase by the Issuer.

 

The above times and dates are subject to the rights of Armenia to extend, re‑open, amend, withdraw, and/or terminate the Tender Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System (as defined in the Tender Offer Memorandum) for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:

The Dealer Managers

Requests for information in relation to the Tender Offer should be directed to:

Citigroup Global Markets Limited ("Citi")
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom

For information by telephone:
+44 20 7986 8969
E‑mail:
[email protected]
Attention: Liability Management Group

 

J.P. Morgan Securities plc (together with Citi, the "Dealer Managers")

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

For information by telephone:

+44 20 7134 2468

E-mail: [email protected]

Attention: Liability Management

 

The Tender Agent

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:


Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7508 3867
Email: [email protected]

 

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

 

DISCLAIMER

This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer.  None of Armenia, the Dealer Managers, the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Tender Offer.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly, the Tender Offer 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 (the "Belgian Takeover Law") and as defined in Article 1 of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"), each as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:

1.   qualified investors, as defined in Article 1 of the Prospectus Regulation;

2.   investors required to invest a minimum of €100,000 (per investor and per transaction);

and in any other circumstances set out in Article  1(4) of the Prospectus Regulation. Insofar as Belgium is concerned, this Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411‑1 and L.411‑2 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer.

This announcement, the Tender Offer Memorandum has not been and will not be submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer 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 (the "Issuer's Regulation") as the case may be. The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuer's Regulation. Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer 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 Notes or the Tender Offer.

United Kingdom

Neither the communication of this announcements, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has been approved, by an authorised person for the purposes of section 21 of the FSMA.  Accordingly, such documents and/or materials are only being distributed to and are only directed at: (a) persons outside the United Kingdom; or (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) creditors of the Issuer or other persons falling within Article 43 of the Order; or (d) persons falling within Article 49(2)(a) to (e) ("high net worth companies, unincorporated associations etc.) of the Order; or (e) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which such documents and/or materials relate is available only to relevant persons and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on such documents or materials or any of their contents.

Russian Federation

None of this announcement, the Tender Offer Memorandum or information contained therein nor any other document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer is not intended for any persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. 

General

This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires the Tender Offer to be made by a licensed broker or dealer, and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of Belgium, France, Italy, the Russian Federation and the United Kingdom, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.

Notice to U.S. Noteholders

The Tender Offer will be made in the United States pursuant to exemptions from the U.S. tender offer rules provided for in Rule 3a12-3 under the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the requirements of applicable laws of Armenia and English law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

The receipt of cash pursuant to the Tender Offer by a U.S. Noteholder will be a taxable transaction for U.S. federal income tax purposes and may be taxable under applicable state and local, as well as foreign and other tax laws. Each Noteholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Tender Offer. For a summary of certain Armenian and U.S. federal income tax consequences of the Tender Offer, see "Tax Consequences" in the Tender Offer Memorandum.

It may be difficult for U.S. Noteholders to enforce their rights and claims arising out of the U.S. federal securities laws, since the Issuer is a sovereign state.

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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