TIDM61GK
RNS Number : 0400O
Uzbekistan (Republic of)
28 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIES OR MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING
OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018
THE REPUBLIC OF UZBEKISTAN ANNOUNCES AN INVITATION TO PURCHASE
NOTES FOR CASH
28 September 2023 - The Republic of Uzbekistan (the "Issuer" or
"Uzbekistan"), represented by the Ministry of Economy and Finance
of the Republic of Uzbekistan has today launched an invitation to
holders (the "Noteholders") of the UZS 2,000,000,000,000 14.50%
Notes due 2023 (the "Notes") issued by the Issuer (Reg S ISIN:
XS2264056313/ Reg S Common Code: 226405631 / 144A ISIN:
US91822Q2D80 / 144A CUSIP: 91822Q2D8) to tender for purchase by the
Issuer for cash up to UZS 1,000,000,000,000 in aggregate principal
amount (the "Maximum Acceptance Amount") of such Notes, 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 28 September 2023 (as it may be amended or
supplemented from time to time, the "Tender Offer Memorandum"), 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.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Summary of the Tender Offer
ISIN /
Description Outstanding Common Maximum
of Principal Code ISIN / CUSIP Minimum Purchase Acceptance
the Notes Amount Reg S Notes 144A Notes Denomination Price Amount
------------------ --------------------- -------------- -------------- -------------- ----------- ------------------
UZS UZS XS2264056313/ US91822Q2D80/ UZS UZS UZS
2,000,000,000,000 2,000,000,000,000(1) 226405631 91822Q2D8 2,500,000,000 10,000,000 1,000,000,000,000
14.50% Notes and integral per UZS in aggregate
due 2023 multiples 10,000,000 principal
of UZS in amount
10,000,000 principal
thereafter amount
of
Notes(2)
(1) As at 28 September 2023.
(2) Payment of the Purchase Price, along with Accrued Interest
Amounts (as defined herein), shall be made in U.S. Dollars,
calculated as set out in the Tender Offer Memorandum in "The Tender
Offer - U.S. Dollar Settlement" .
The Purchase Price and Accrued Interest Amount
Noteholders that validly tender their Notes (and do not validly
revoke in the limited circumstances in which revocation is
permitted) at or prior to 10.00 pm (London time) on 4 October 2023,
unless such time and date is extended by Uzbekistan or earlier
terminated (such time and date, as the same may be extended, 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 Uzbekistan, will be eligible to
receive on the Payment Date (currently expected to be on or about
12 October 2023), subject to the conditions described in the Tender
Offer Memorandum, an amount in U.S. Dollars, calculated as set out
below in "U.S. Dollar Settlement", representing the U.S. Dollar
equivalent of the Soum total of:
-- the Purchase Price; and
-- an amount equal to the Accrued Interest Amount up to but excluding the Payment Date,
The calculations of the Purchase Price and the Accrued Interest
Amount will be made by the Issuer and such calculations will be
final and binding on all Noteholders, absent manifest error.
The "Accrued Interest Amount" shall equal accrued and unpaid
interest, if any, on such Notes from (and including) the
immediately preceding interest payment date for the Notes up to
(but excluding) the Payment Date.
U.S. Dollar Settlement
Payment of the Purchase Price and Accrued Interest Amounts shall
be made in U.S. Dollars and will be calculated by the Tender Agent
for payment in U.S. Dollars by dividing the relevant Soum amounts
by the FX Rate, where "FX Rate" means the Soum / U.S. Dollar
exchange rate announced by the Issuer and used to price the New
Notes Offering (as defined below), expressed as the amount of Soum
per one U.S. Dollar and, which is expected to be as reported by the
Central Bank of the Republic of Uzbekistan and published on its
website (https://cbu.uz/en or any successor page thereto), on the
date of the pricing of the New Notes Offering (currently expected
to be 5 October 2023).
Financing Condition
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Tender Offer. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Tender
Offer is at the sole and absolute discretion of the Issuer and
tenders may be rejected by the Issuer for any reason.
The Issuer announced on 28 September 2023 its intention to issue
new Soum-denominated notes (the "New Notes" and, the offering of
the New Notes, the "New Notes Offering"). Whether the Issuer will
accept and settle the purchase of Notes validly tendered in the
Tender Offer is subject (unless such condition is waived by the
Issuer in its sole and absolute discretion), without limitation, to
the successful completion of the New Notes Offering or such other
financing as the Issuer may determine on terms acceptable to it (in
each case as determined by the Issuer in its sole and absolute
discretion) (the "Financing Condition"). Even if the Financing
Condition is satisfied, the Issuer is not under any obligation to
accept for purchase any Notes tendered pursuant to the Tender
Offer
Allocation of the New Notes
An Allocation Identifier Code is not required for a Noteholder
to tender its Notes, but if a tendering Noteholder wishes to
subscribe for the New Notes, such Noteholder may obtain an
Allocation Identifier Code from any of the Dealer Managers. The
request for an Allocation Identifier Code received from such
Noteholder will be communicated by the relevant Dealer Manager to
the Tender Agent. The Tender Agent will distribute the relevant
Allocation Identifier Code to the requesting Noteholder. Such
Noteholder should quote such Allocation Identifier Code in its
Electronic Instruction (in the case of tenders through ATOP,
quoting this in the free form field).
The Issuer will review tender instructions received on or prior
to the Expiration Deadline and may, in its sole discretion, give
priority to those investors tendering with Allocation Identifier
Codes in connection with the allocation of New Notes. However, no
assurances 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.
Maximum Acceptance Amount and Acceptance on a Pro Rata Basis
In the event that Electronic Instructions (as defined in the
Tender Offer Memorandum) are received in respect of an aggregate
principal amount of Notes which is greater than the Maximum
Acceptance Amount, as may be amended in the Issuer's sole
discretion, such Electronic Instructions may be accepted on a pro
rata basis.
Such pro rata allocations will be calculated in relation to the
Notes by multiplying the aggregate principal amount of the Notes
represented by each validly submitted Electronic Instruction by a
factor equal to (i) the Maximum Acceptance Amount, as may be
amended in the Issuer's sole discretion, divided by (ii) the
aggregate principal amount of the Notes validly tendered in the
Tender Offer (the "Scaling Factor"). Notes may only be tendered in
specified denominations of UZS 2,500,000,000 in principal amount
and integral multiples of UZS 10,000,000 in principal amount in
excess thereof.
For more details of the pro-ration, please refer to the Tender
Offer Memorandum.
Subject to applicable law, the Maximum Acceptance Amount is
subject to amendment or waiver by the Issuer in its sole and
absolute discretion.
Subject to applicable law, the Issuer reserves the right, in its
sole and absolute discretion, not to accept any tenders of Notes or
to modify in any manner any of the terms and conditions of the
Tender Offer (including, but not limited to, modifying the Purchase
Price or the Maximum Acceptance Amount with respect to the Tender
Offer). For a more detailed discussion, please refer to the Tender
Offer Memorandum.
Rationale for the Tender Offer
The Issuer 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 and to refinance the major
share of upcoming redemptions of public debt of the Issuer
prudently and in advance.
Expected Timetable of Events
The times and dates below are indicative only.
Date Calendar Date and Time Event
Commencement 28 September 2023 Commencement of the Tender
Date Offer upon the terms and subject
to the conditions set forth
in the Tender Offer Memorandum.
Expiration Deadline 10.00 pm (London time) The last time for Noteholders
on 4 October 2023, unless to tender Notes pursuant to
extended or earlier terminated the Tender Offer (subject to
by the Issuer. In the such tender being validly received
case of an extension, by the Tender Agent before
the Expiration Deadline such time) in order to be eligible
will be such other date to receive payment of the Purchase
and time as so extended. 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
the New Notes should quote
an Allocation Identifier Code,
which can be obtained by contacting
the Dealer Managers before
the Expiration Deadline.
Announcement 5 October 2023 (the "Results The Issuer expects to announce
of Announcement Date"). whether the Financing Condition
Tender Offer is expected to be satisfied,
Results the principal amount of Notes
accepted for purchase, the
FX Rate, any applicable Scaling
Factor 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 Subject to the satisfaction
on or about 12 October or waiver of the Financing
2023. 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
Uzbekistan 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. The Tender Offer
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Tender
Offer.
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 the Dealer Managers:
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
For information by telephone: +44 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
ICBC Standard Bank Plc
20 Gresham Street
London EC2V 7JE
United Kingdom
For information by telephone: +44 203 145 5000
E-mail: DCM@icbcstandard.com
Attention: Debt Capital Markets
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
For information by telephone: +44 20 7134 2468
E-mail: em_europe_lm@jpmorgan.com
Attention: Liability Management
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
For information by telephone: +44 77 9693 8194
E-mail: liability.management@mufgsecurities.com
Attention: Liability Management Group
Société Générale
17, cours Valmy
92987 Paris La Défense cedex
France
For information by telephone: +33 1 42 13 32 40
E-mail: liability.management@sgcib.com
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: Citiexchanges@citi.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
DISCLAIMER
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
Uzbekistan, 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.
Republic of Uzbekistan
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of Uzbekistan. Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Tender Offer has been or shall be
distributed to the public in the Republic of Uzbekistan.
France
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither the 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( ) 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, each as amended or replaced from time to
time, 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 or will be 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
"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 Notes that are located in Italy may
tender their Notes for purchase 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.
20307 of 15 February 2018, as amended, 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, the Bank of Italy 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"); or (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.
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 the Republic of Uzbekistan, France, Italy 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 the Republic of Uzbekistan 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 Uzbek 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.
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END
TENDZGZLZRMGFZM
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September 28, 2023 08:45 ET (12:45 GMT)
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