REG - Congo (Republic of) - Tender Offer Results

CitigroupAnnouncement

17/02/2026 17:15

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RNS Number : 3862T  Congo (The Republic of)  17 February 2026

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The Republic of Congo Announces the Results of its Invitation to Purchase for
Cash Certain of its Existing Notes

February 17, 2026 - The Republic of Congo ("Congo" or the "Republic")
announces today the results of its invitation to eligible holders (the
"Noteholders") of its outstanding 9.875% Amortising Notes due 2032 (ISIN:
XS3223166409; Common Code: 322316640) (the "Existing Notes") to purchase for
cash such Existing Notes up to an aggregate tender consideration of
$390,000,000, which includes accrued and unpaid interest (the "Tender Cap")
(the "Offer").

The Offer was made upon the terms and subject to the conditions set forth in
the tender offer memorandum dated February 9, 2026 (the "Tender Offer
Memorandum"), as modified by the Republic's announcement dated February 12,
2026, increasing the Tender Cap from $350,000,000 to $390,000,000. 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) .

This announcement sets forth the results of the Offer.

Results

The table below sets forth information with respect to the Existing Notes that
were validly tendered at or prior to 5:00 p.m., Central European Time, on
February 16, 2026 (the "Expiration Deadline") and the amount that the Republic
will accept for purchase pursuant to the Offer (subject to the terms and
conditions described in the Tender Offer Memorandum). The Offer expired at the
Expiration Deadline, and no further Existing Notes may be tendered for
purchase pursuant to the Offer.

Summary of the Results

 Description of Existing Notes      ISIN/ Common Code                            Principal Amount to be Accepted  Proration Factor  Purchase Price(1)  Aggregate Tender Consideration(2)

 9.875% Amortising Notes due 2032   ISIN: XS3223166409; Common Code: 322316640   $354,342,000                     N/A               $947.50            $346,042,030.78

1    The purchase price shown in the table above is presented per $1,000 of
the principal amount of the Existing Notes accepted for purchase (excluding
any accrued and unpaid interest on the Existing Notes).

2    Represents the aggregate Tender Consideration to be paid in respect of
Existing Notes accepted for purchase, being the aggregate of (x) the amount in
cash calculated on the basis of the purchase price shown in the table above
and the principal amount of Existing Notes accepted for purchase and (y) the
amount in cash equivalent to accrued and unpaid interest on Existing Notes
from (and including) the immediately preceding interest payment date of the
Existing Notes to (but excluding) the Settlement Date (as defined herein).

 

Tender Consideration for Existing Notes

The Republic will pay for the Existing Notes accepted by it for purchase
pursuant to the Offer a cash tender consideration equal to (i) $947.50 per
$1,000 in principal amount of the Existing Notes plus (ii) Accrued Interest
thereon (the "Tender Consideration").

Payment of Tender Consideration

Payment of the Tender Consideration for the Existing Notes accepted for
purchase pursuant to the Offer is expected to be made on or about February 23,
2026 (the "Settlement Date") (subject to the terms and conditions described in
the Tender Offer Memorandum).

Conditions to the Offer

Notwithstanding any other provisions of the Offer, the Offer and its
completion are conditioned upon there not having been threatened, instituted
or pending any action or proceeding before any court or governmental,
regulatory or administrative body that: (1) makes or seeks to make illegal the
tender and/or purchase of Existing Notes pursuant to the Offer; (2) would or
might result in a delay in, or restrict, the ability of the Republic to
purchase or pay for the Existing Notes and/or issue the New Notes; or (3)
imposes or seeks to impose limitations on the ability of the Republic to issue
and/or price the New Notes in an amount, with pricing and on terms and
conditions acceptable to the Republic. The Offer is also conditioned upon the
closing of the offering of the New Notes on terms acceptable to the Republic
as provided for by the New Financing Condition, as described further in the
Tender Offer Memorandum.

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 or by telephone at Europe: +44 20 7986
8969 / U.S. Toll Free: +1 800 558 3745 / U.S. Collect: +1 212 723 6106.
Requests for documents and questions regarding the tender of Notes may be
directed to the Information and Tender Agent via email:
citiexchanges@citi.com.

The Tender Consideration, if paid by the Republic with respect to 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 buy or the solicitation of an offer
to sell securities, or an offer to sell or the solicitation of an offer to
purchase securities (including the New Notes), 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 transactions 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 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 thereto 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.

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
as 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.

United States

This communication is not an offer of New Notes for sale in the United States.
The New Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States. The
New Notes are being offered and sold only outside the United States in
accordance with Regulation S under the Securities Act.

****

The target market for the New Notes is (i) eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as
amended), and (ii) eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook, and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, and all channels for distribution of
the New Notes to eligible counterparties and professional clients are
appropriate.

 

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