Result of Tender Offer

Kenya (The Republic of)

04 March 2025

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM DATED 24 FEBRUARY 2025 PREPARED BY THE REPUBLIC OF KENYA)

4 March 2025

THE REPUBLIC OF KENYA ANNOUNCES THE RESULTS OF THE TENDER OFFER FOR ITS U.S.$900,000,000 7.000 per cent. Notes due 2027

The Republic of Kenya (the "Issuer" or the "Republic") today announces the results of its invitation to eligible holders of its outstanding U.S.$900,000,000 7.000 per cent. Notes due 2027 (Reg S ISIN: XS1843435840; Reg S Common Code: 184343584; 144A ISIN: US491798AJ30; CUSIP: 491798 AJ3) (the "Notes") to tender Notes for purchase by the Republic for cash subject to the Maximum Tender Amount (as defined below) (the "Offer").

The Offer was announced on 24 February 2025 and was made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 24 February 2025 (the "Tender Offer Memorandum") prepared by the Republic. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Invitation was 5.00 p.m. (New York time) on 3 March 2025.

As at the Expiration Deadline, the Republic had received valid tenders of U.S.$576,690,000 in aggregate principal amount of the Notes for purchase pursuant to the Offer, which is less than the Maximum Tender Amount of U.S.$900,000,000 (as announced by the Republic on 27 February 2025) (the "Maximum Tender Amount").

On 26 February 2025, the Republic successfully priced one series of New Notes in an aggregate principal amount of U.S.$1,500,000,000 meaning that the New Financing Condition is expected to be satisfied on the closing date in respect of the issue of New Notes of 5 March 2025, subject to the satisfaction of customary conditions precedent.

Accordingly, subject to the satisfaction or waiver of the New Financing Condition, the Republic will accept for purchase all Notes validly tendered pursuant to the Offer. There will be no proration.

The Purchase Price for the Notes accepted for purchase (subject to the satisfaction or waiver of the New Financing Condition) is U.S.$1,002.50 per U.S.$1,000 in principal amount of such Notes. An Accrued Interest Payment will be paid in addition to the Purchase Price on such Notes.

The Settlement Date in respect of the Notes accepted for purchase (subject to the satisfaction or waiver of the New Financing Condition) will be 10 March 2025. All Notes accepted for purchase will be cancelled and will not be reissued or resold. Any Notes that were not tendered or are not accepted for purchase pursuant to the Offer will remain outstanding.

Citigroup Global Markets Limited and The Standard Bank of South Africa Limited are acting as Dealer Managers and Citibank N.A., London Branch is acting as Tender Agent.

Dealer Managers

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group In Europe: [phone] In the United States: Toll Free: [phone] Collect: [phone] Email: [e-mail]

The Standard Bank of South Africa Limited 30 Baker Street Rosebank Johannesburg 2196 South Africa Attention: Liability Management Group Telephone: [phone] Email: [e-mail]

Tender Agent

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention: Exchange Team

Telephone: [phone]

Email: [e-mail]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. This announcement is for informational purposes only.

 

END