REG - Congo (Republic of) - Increase in Tender Cap

CitigroupAnnouncement

12/02/2026 11:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260212:nRSL7769Sa&default-theme=true

RNS Number : 7769S  Congo (The Republic of)  12 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL

 
 

 

The Republic of Congo Announces an Increase in the Tender Cap for its Existing
Notes

February 12, 2026 - The Republic of Congo (the "Republic") announces today,
with respect to its previously announced invitation to eligible holders of its
outstanding 9.875% Amortising Notes due 2032 (ISIN: XS3223166409; Common Code:
322316640) (the "Existing Notes") to purchase for cash such Existing Notes
(the "Offer"), an increase in the maximum aggregate tender consideration
(which includes accrued and unpaid interest) the Republic may pay for Existing
Notes validly tendered (the "Tender Cap") from $350,000,000 to $390,000,000.

References to the Tender Cap in the tender offer memorandum dated February 9,
2026 (the "Tender Offer Memorandum") should be read to refer to the increased
Tender Cap set forth in this announcement. The remaining terms and conditions
of the Tender Offer, including the Expiration Deadline, are unchanged and are
as set forth in the Tender Offer Memorandum.

Noteholders are advised to carefully read the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer,
as amended by this announcement. Capitalized terms used in this announcement
but not defined herein have the meanings given to them in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are available on the Tender
Offer Website accessible at https://debtxportal.issuerservices.citigroup.com
(https://debtxportal.issuerservices.citigroup.com) .

Subject to applicable law, the Republic expressly reserves the right (but is
not obligated) to amend or terminate the Offer at any time, including to
increase or decrease the Tender Cap, in its sole and absolute discretion
without extending the Expiration Deadline or otherwise providing withdrawal
rights, as further provided in the Tender Offer Memorandum.

The Republic also reserves the right not to accept any of the Existing Notes
for purchase pursuant to the Offer. The acceptance for purchase by the
Republic of Existing Notes tendered pursuant to the Offer is at the sole and
absolute discretion of the Republic and tenders may be rejected by the
Republic for any reason.

Disclaimer

This announcement does not contain the full terms and conditions of the Offer.
The terms and conditions of the Offer are contained in the Tender Offer
Memorandum, and are subject to the offer restrictions set out below and more
fully described therein.

Further Information

Citigroup Global Markets Limited has been appointed by the Republic to serve
as dealer manager (the "Dealer Manager") for the Offer. Citibank, N.A., London
Branch (the "Information and Tender Agent") has been appointed by the Republic
to act as the Information and Tender Agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact
Citigroup Global Markets Limited by email at
liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com) or by telephone, in Europe at +44
20 7986 8969 or, in the United States, toll free at +1 800 558 3745 or collect
at +1 212 723 6106. Requests for documents and questions regarding the tender
of Existing Notes may be directed to the Information and Tender Agent via
email: citiexchanges@citi.com (mailto:citiexchanges@citi.com) .

The Tender Consideration, if paid by the Republic with respect to validly
tendered Existing Notes accepted for purchase, will not necessarily reflect
the actual value of such Existing Notes. None of the Republic, the Dealer
Manager or the Information and Tender Agent has or will express any opinion as
to whether the terms of the Offer are fair.

Important Information

This communication is not for public distribution, directly or indirectly, in
or into any jurisdiction where to do so would be unlawful. Nothing in this
communication shall constitute an offer to sell or the solicitation of an
offer to buy securities in the United States, or any jurisdiction in which
such offer or sale would be unlawful. The Offer and the distribution of this
communication and other information in connection with the transaction
referred to herein may be restricted by law and persons into whose possession
this communication or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

###

United Kingdom

Neither this communication, the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been made by or approved by
an authorized 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 relating to the Offer are only being distributed to and are
directed at and may only be communicated to: (1) persons who are outside of
the United Kingdom; (2) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (3) those persons who are within Article 43(2)
of the Order; or (4) any other persons to whom they may lawfully be
communicated under the Order (all such persons together being referred to as
"relevant persons").

This communication and any other documents or materials relating to the Offer
are only available to relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.

Italy

None of the Offer, this communication, the Tender Offer Memorandum or any
other document or materials relating to the Offer have 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
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, letter b) of CONSOB Regulation No. 11971 of 14
May 1999, as amended. Holders or beneficial owners of the Existing Notes that
are located in Italy can tender Existing Notes for purchase 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 1 September 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 Existing Notes or the Offer.

France

The Offer is not being made, directly or indirectly, and neither this
communication, the Tender Offer Memorandum nor any other document or material
relating to the Offer has been or shall be distributed in the Republic of
France other than to qualified investors (investisseurs qualifiés), as
referred to in Article L.411-2 of the French Code monétaire et financier and
defined in, and in accordance with, Article 2(e) of Regulation (EU) 2017/1129,
as amended. Neither this communication, the Tender Offer Memorandum nor any
other document or material relating to the Offer has been or will be approved,
filed or reviewed by the Autorité des Marchés Financiers.

 

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
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENAKBBQCBKKPBD



            Copyright 2019 Regulatory News Service, all rights reserved