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Ukraine (Min of Fin) (IRSH)

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Tuesday 30 June, 2020

Ukraine (Min of Fin)

Tender Offer

RNS Number : 5252R
Ukraine (Ministry of Finance)
30 June 2020
 

FOR IMMEDIATE RELEASE

Kiyv, Ukraine, 30 June 2020

 

 

Ukraine, represented by the Minister of Finance of Ukraine  

Switch Tender Offer

 

Ukraine, represented by the Minister of Finance of Ukraine   (the "Offeror") announced today the commencement of an offer to purchase for cash (the "Tender Offer") the outstanding U.S.$1,409,282,000 7.75 per cent. Notes due 2021 (the "2021 Notes"), and   U.S.$1,383,692,000 7.75 per cent. Notes due 2022 (the "2022 Notes",   and together with the 2021 Notes, the "Notes", and each series of Notes, the "Series of Notes") and proposes to accept Notes validly tendered in an indicative amount of up to U.S.$750,000,000 in aggregate Purchase Price of the Notes (the "Indicative Maximum Acceptance Price") across both Series of Notes combined. Subject to applicable law, the Offeror expressly reserves the right, in its sole and absolute discretion, to purchase more or less than the Indicative Maximum Acceptance Price or to not to accept any Notes for purchase pursuant to the Tender Offer. The terms and conditions of the Tender Offer are set out in the switch tender offer memorandum dated 30 June 2020 (the " Switch Tender Offer Memorandum ").

 

Capitalised terms used but not defined herein have the meanings given to them in the Switch Tender Offer Memorandum.

 

The Tender Offer will commence on 1 July 2020, and expire at the time at which the book-building process for the New Notes closes or such later time on 1 July 2020 as the Offeror, in its sole discretion, may determine , unless extended or earlier terminated by the Offeror in its sole discretion (the "Tender Offer Period"). The Settlement Date of the Tender Offer is expected to be on 6 July 2020.

 

J.P. Morgan Securities plc, as the billing and delivering bank (in such capacity, the " Billing and Delivering Bank "), will conduct purchases of the Notes as instructed by the Offeror and subject to the terms and conditions set out in the Switch Tender Offer Memorandum. The Billing and Delivering Bank will pay a purchase price per U.S.$1,000 principal amount of the Notes of each Series of Notes that are accepted pursuant to the Tender Offer equal to the fixed price indicated in the table below for the 2021 Notes and the 2022 Notes, respectively (together, the "Purchase Price"), in each case together with Accrued Interest.

 

 

 

Description of the 2021 Notes

ISIN/CUSIP

Outstanding Principal Amount 1

2021 Purchase Price 2

Indicative Maximum Acceptance Price 3

Acceptance Priority Level

U.S.$ 1,409,282,000 7.75 per cent. Notes due 2021

Unrestricted Global Notes : ISIN: XS1303920083

Restricted Global Notes :

ISIN: US903724AN29

CUSIP:  903724AN2

U.S.$ 1,409,282,000

 

 

U.S.$1,035.00  per U.S.$1,000 in principal amount of the 2021 Notes accepted for purchase

Subject as set out in the Switch Tender Offer Memorandum,
U.S.$ 750,000,000 in aggregate Purchase Price of the 2021 Notes and the 2022 Notes

 

1

Description of the 2022 Notes

ISIN/CUSIP

Outstanding Principal Amount

2022 Purchase Price 2

Acceptance Priority Level

U.S.$1,383,692,000 7.75 per cent. Notes due 2022

Unrestricted Global Notes : ISIN: XS1303921214

Restricted Global Not es:

ISIN: US903724AP76 CUSIP:  903724AP7

U.S.$1,383,692,000

U.S.$1,042.50 per U.S.$1,000 in principal amount of the 2022 Notes accepted for purchase

2

 

 

1 As of 30 June 2020

2 Accrued Interest shall be paid in addition to the relevant Purchase Price

3 Subject to applicable law, the Offeror expressly reserves the right in its sole and absolute discretion to instruct the Billing and Delivering Bank to purchase more or less than the Indicative Maximum Acceptance Price without extending the Expiration Deadline or otherwise providing withdrawal rights or to not accept any Notes for purchase pursuant to the Tender Offer.

 

 

The Tender Offer is being made in connection with a concurrent offering of new notes (the "New Notes") by the Offeror (the "New Notes Offering"). The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. In order to apply for the purchase of the New Notes from the Offeror, such Noteholder must make a separate application in respect of the New Notes for the purchase of such New Notes.   The Offeror has agreed to apply a portion of the net proceeds of the New Notes Offering to purchase the Notes accepted pursuant to the Tender Offer from the Billing and Delivering Bank at the Purchase Price paid by the Billing and Delivering Bank pursuant to the Tender Offer plus Accrued Interest and together with accrued interest from (and including) the Settlement Date to (but excluding) the second business day following the Settlement Date .

The Tender Offer is not conditional upon the closing of the New Notes Offering, but the Tender Offer is conditional upon the pricing of the New Notes Offering, including in an amount, with pricing and on terms and conditions acceptable to the Offeror, and upon the subscription agreement for the New Notes Offering and the Dealer Manager Agreement relating to this Tender Offer not having been terminated prior to or at the time of the settlement of the Tender Offer (the "Financing Condition").

Only Tender Instructions made by Noteholders who have concurrently submitted a corresponding Indication of Interest (as defined below) for the New Notes prior to the determination of the pricing terms for the New Notes Offering will be admitted to the Tender Offer. No Tender Instructions can be submitted or accepted without the concurrent submission of an Indication of Interest.

 

"Indication of Interest" means the submission to the underwriters of the New Notes Offering, prior to the expiration of the Tender Offer Period, of a firm bid for a certain amount of New Notes (where the principal amount of New Notes is equal to the Tender Value divided by the price, such price expressed as a percentage, of the New Notes) at a yield or spread equal to or below the final New Notes yield or spread (as applicable) determined through the book-building process. Only persons that are either located outside the United States or are "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), are eligible to participate in the New Notes Offering.

 

If the aggregate Purchase Price of Notes validly tendered pursuant to the Tender Offer is greater than the Final Maximum Acceptance Price, the Offeror intends to accept such Notes for purchase in accordance with their Acceptance Priority Levels indicated in the table above, with one (1) being the highest Acceptance Priority Level and two (2) being the lowest. If the Final Maximum Acceptance Price is sufficient to purchase some only, but not all, of the remaining validly tendered Notes in any Acceptance Priority Level, the Offeror will accept for purchase such tendered Notes on a prorated basis, with the Proration Factor for such Acceptance Priority Level depending on the aggregate Purchase Price of Notes of such Acceptance Priority Level validly tendered.

During the Tender Offer Period, Noteholders may place Tender Instructions for their Notes through any of the Dealer Managers only. Noteholders will NOT be able to submit tenders through Euroclear, Clearstream or DTC. If a Noteholder does not have an account with a Dealer Manager and desires to tender its Notes, it may do so through any broker, dealer, commercial bank, trust company, other financial institution or other custodian, that it customarily uses. Such Noteholder's broker must contact one of the Dealer Managers at the contact details which appears below, at any time during the Tender Offer Period.

 

Prior to 8:00 a.m., London time, or as soon as possible thereafter, on 2 July 2020, the Offeror expects (i) to instruct the Billing and Delivering Bank to accept, subject to satisfaction or waiver of the Financing Condition, the Final Maximum Acceptance Price, the Acceptance Priority Levels and the other conditions described in the Switch Tender Offer Memorandum , valid Tender Instructions and (ii) to announce the Final Maximum Acceptance Price, the Final Acceptance Amount and whether a Proration Factor applies.

 

If a Noteholder holds Notes through DTC, they must be delivered for settlement no later than 3:00 p.m., New York time, on the Settlement Date. If a Noteholder holds Notes through Euroclear or Clearstream, such Notes must be delivered for settlement no later than 4:15 p.m., London time, on the Settlement Date. The Billing and Delivering Bank shall not be liable for payments to any holder of Notes validly tendered and accepted for purchase if such holder fails to deliver such Notes on or prior to the settlement of the Tender Offer as described in the Switch Tender Offer Memorandum.

 

Failure to deliver Notes on time may result, in the absolute discretion of the Offeror and the Billing and Delivering Bank: (i) in the cancellation of the Noteholder's tender and in such Noteholder becoming liable for any damages resulting from that failure, (ii) in the cancellation of any allocation of New Notes in the New Notes Offering in respect of the Noteholder's related Indication of Interest, (iii) in the cancellation of the Noteholder's tender and in such Noteholder's remaining obligation to purchase its allocation of New Notes in respect of its related Indication of Interest and/or (iv) in the delivery of a buy-in notice for the purchase of such Notes, executed in accordance with customary brokerage practices for corporate fixed income securities. Any Noteholder whose tender is cancelled will not receive the Purchase Price or Accrued Interest. Notes accepted for purchase will be settled on a delivery versus payment basis solely with the Billing and Delivering Bank on the Settlement Date, in accordance with customary brokerage practices for corporate fixed income securities.   T ender Instructions, once submitted, may not be withdrawn and are irrevocable except in the limited circumstances set out in the Switch Tender Offer Memorandum.

 

All Notes that are tendered pursuant to the Tender Instructions placed through a Dealer Manager and accepted will be purchased by the Billing and Delivering Bank in such amounts as the Offeror shall determine and subject to the terms and conditions of the Switch Tender Offer Memorandum. Only the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for the Notes validly tendered and accepted as instructed by the Offeror. The Offeror will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Notes tendered in the Tender Offer by any Noteholder.

 

The Billing and Delivering Bank shall not be liable for payments to any holder of Notes validly tendered and accepted for purchase if such holder fails to deliver such Notes on or prior to the settlement of the Tender Offer as described the Switch Tender Offer Memorandum. Noteholders may only tender Notes in principal amounts of equal to or in excess of U.S.$200,000 and tenders of any smaller amount will not be admitted to the Tender Offer.

 

The Tender Offer is subject to the Offeror's right, at its sole discretion and subject to applicable law, to instruct the Billing and Delivering Bank to extend, terminate, withdraw, or amend the Tender Offer at any time. Each of the Offeror, the Billing and Delivering Bank and the Dealer Managers reserve the right, in the sole discretion of each of them, not to accept Tender Instructions for any reason.

 

The Switch Tender Offer Memorandum may be downloaded from the Information Agent's website at www.lucid-is.com/ukraine or obtained from the Information Agent, Lucid Issuer Services Limited (Tel. +44 207 704 0880,   [email protected]   for the attention of Arlind Bytyqi ).

 

The Dealer Managers for the Tender Offer are:

 

Goldman Sachs International
Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom

Attn: Liability Management Group

Tel: +44 20 7552 6157

Email: [email protected]

 

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Attn: Liability Management

Tel: +44 20 7134 2468

Email: [email protected]

 

 

The Billing and Delivering Bank for the Tender Offer:

 

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Attn: Liability Management

Tel: +44 20 7134 2468

Email: [email protected]

 

 

 

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contacts.

 

Contact information: Lucid Issuer Services Limited

Attention: Arlind Bytyqi  

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Tel: +44 207 704 0880

Email: [email protected]

Website: www.lucid-is.com/ukraine

 

Important Notice

 

This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes. The Tender Offer will be made only by and pursuant to the terms of the Switch Tender Offer Memorandum, as may be amended or supplemented from time to time.

 

The distribution of materials relating to the New Notes Offering and the Tender Offer, and the transactions contemplated by the New Notes Offering and Tender Offer, may be restricted by law in certain jurisdictions.

 

Each of the New Notes Offering and the Tender Offer is made only in those jurisdictions where it is legal to do so. The New Notes Offering and the Tender Offer are void in all jurisdictions where they are prohibited. If materials relating to the New Notes Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Notes Offering and the Tender Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the New Notes Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager, the Billing and Delivering Bank or any affiliate of a Dealer Manager or the Billing and Delivering Bank is a licensed broker or dealer in that jurisdiction, the New Notes Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager, the Billing and Delivering Bank or such of their respective affiliates in that jurisdiction.

 

In any member state of the European Economic Area (the "EEA") or in the United Kingdom (each, a "Relevant State"), this announcement and the Switch Tender Offer Memorandum are only addressed to, and are only directed at, "qualified investors" (as defined in the Prospectus Regulation) in that Relevant State.

Each person in a Relevant State who receives any communication in respect of the Tender Offer contemplated in this announcement and the Switch Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager, the Billing and Delivering Bank and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.

The communication of this announcement and the Switch Tender Offer Memorandum and any other documents or materials relating to the Tender Offer 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 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 49 of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order . Any investment or investment activity to which this announcement and the Switch Tender Offer Memorandum relate is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

None of the Tender Offer, this announcement, the Switch Tender Offer Memorandum or any other document or materials relating to the Tender Offer have 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 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 "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) 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, this announcement or the Switch Tender Offer Memorandum.

Each Noteholder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Noteholders' Representations, Warranties and Undertakings" of the Switch 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.

The New Notes are being offered and sold in transactions not involving a public offering in the United States within the meaning of the Securities Act, and the New Notes have not been and will not be registered under the Securities Act or any other applicable U.S. State securities laws 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 securities act and applicable state or local securities laws. The New Notes will be offered only (i) in offshore transactions in reliance on, and as defined in, Regulation S under the Securities Act and (ii) in the United States only to "qualified institutional buyers" as defined in and in compliance with Rule 144A under the Securities Act.

 

 

* * *

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

 

 

 

 

 

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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