TIDM61GK
RNS Number : 4115O
Uzbekistan (Republic of)
02 October 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 AMMENT TO ITS INVITATION TO
PURCHASE NOTES FOR CASH
2 October 2023 - On 28 September 2023, the Republic of
Uzbekistan (the "Issuer" or "Uzbekistan"), represented by the
Ministry of Economy and Finance of the Republic of Uzbekistan
announced 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". Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Amendment to Tender Offer
The Issuer today announces that it will accept for purchase all
Notes validly tendered pursuant to the Tender Offer at or prior to
the Expiration Deadline so that no Maximum Acceptance Amount or
proration will apply, which amends the terms of the Tender Offer as
set out in the Tender Offer Memorandum. A summary of the Tender
Offer as so amended is set out below:
Amount
ISIN / subject
Description Outstanding Common to the
of Principal Code ISIN / CUSIP Minimum Purchase Tender
the Notes Amount Reg S Notes 144A Notes Denomination Price Offer
------------------ --------------------- -------------- -------------- --------------- --------------- ---------
UZS UZS XS2264056313/ US91822Q2D80/ UZS UZS 10,000,000 Any and
2,000,000,000,000 2,000,000,000,000(1) 226405631 91822Q2D8 2,500,000,000 per UZS all
14.50% Notes and integral 10,000,000
due 2023 multiples in principal
of UZS amount
10,000,000 of
thereafter Notes(2)
(1) As at 2 October 2023.
(2) Payment of the Purchase Price, along with Accrued Interest
Amounts, shall be made in U.S. Dollars, calculated as set out in
the Tender Offer Memorandum in "The Tender Offer - U.S. Dollar
Settlement" .
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
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