REG - Kenya (Republic of) - Launch Announcement

CitigroupAnnouncement

18/02/2026 10:30

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RNS Number : 4963T  Kenya (The Republic of)  18 February 2026

 

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" BELOW).

18 February 2026

THE REPUBLIC OF KENYA ANNOUNCES TENDER OFFER FOR ITS U.S.$1,200,000,000 8.000
per cent. Amortising Notes due 2032 (the "2032 Notes") and U.S.$1,000,000,000
7.250 per cent. notes due 2028 (the "2028 notes").

The Republic of Kenya (the "Issuer" or the "Republic") today announces its
invitation to eligible holders (subject to the offer restrictions referred to
below) of its outstanding 2032 Notes and 2028 Notes (each a "Series", and
together, the "Notes") to tender Notes of any Series for purchase by the
Issuer for cash up to an aggregate principal amount of the Notes of each
Series as will result in the applicable Maximum Purchase Amount (as defined
below) being payable (such invitations, the "Offers" and each an "Offer").

The Offers are made on the terms and subject to the conditions set out in the
Tender Offer Memorandum dated 18 February 2026 (the "Tender Offer
Memorandum"), including the invitation and distributions restrictions set out
therein.

Copies of the Tender Offer Memorandum are available from the Tender Agent as
set out below.  Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
Memorandum.

 Title of Securities                        ISIN / CUSIP                                              Outstanding Principal Amount(1)                    Purchase Price(2)                                                            Maximum Purchase Amount(34)

                                                                                                                                       Maturity Date
 8.000 per cent. Amortising Notes due 2032  Reg S ISIN:  XS1843435766; Reg S Common Code: 184343576   U.S.$1,200,000,000               22 May 2032       U.S.$1,055.00 per U.S.$1,000 in principal amount of 2032 Notes accepted for  U.S.$350,000,000

                                                                                                            purchase

                                            144A ISIN:  US491798AK03; CUSIP: 491798 AK0
 7.250 per cent. Notes due 2028             Reg S ISIN: XS1781710543; Reg S Common Code: 178171054    U.S.$371,561,000                 28 February 2028  U.S.$1,035.00 per U.S.$1,000 in principal amount of 2028 Notes accepted for  U.S.$150,000,000

                                                                                                            purchase

                                            144A ISIN: US491798AG90; CUSIP: 491798 AG9

(1) As at 18 February 2026.  The Notes of each Series are admitted to trading
on the Main Market of the London Stock Exchange and on the Main Securities
Market of Euronext Dublin.

(2) The relevant Accrued Interest Payment will be paid in addition to the
relevant Purchase Price.

(3) Inclusive of any Accrued Interest payable on the Notes of each Series.

(4) Subject to applicable law, the Republic expressly reserves the right, in
its sole and absolute discretion, to modify the Maximum Purchase Amount of the
Notes of each Series to a higher or lower amount.

The Offers begin on 18 February 2026 and will expire at 5.00 p.m. New York
City time on 25 February 2026 (the "Expiration Deadline"), unless extended,
re-opened, amended or terminated by the Republic, in its sole and absolute
discretion as provided in the Tender Offer Memorandum.  The deadlines set by
any intermediary or clearing system will be earlier than this deadline and
Noteholders should contact the intermediary through which they hold their
Notes of each Series as soon as possible in order to ensure proper and timely
delivery of Tender Instructions.

The Republic will pay for the Notes of each Series accepted by it for purchase
pursuant to an Offer, a purchase price equal to:

(a)           in the case of the 2032 Notes, U.S.$1,055.00 per
U.S.$1,000 in principal amount of 2032 Notes (representing 105.50 per cent. of
the aggregate principal amount of the 2032 Notes); and

(b)           in the case of the 2028 Notes, U.S.$1,035.00 per
U.S.$1,000 in principal amount of 2028 Notes (representing 103.50 per cent. of
the aggregate principal amount of the 2028 Notes),

(the relevant "Purchase Price"), and, in each case, will also pay the relevant
Accrued Interest Payment in respect of the Notes of such Series.

New Financing Condition

The Republic is not under any obligation to accept for purchase the Notes of
any Series tendered pursuant to the Offers.  The acceptance for purchase by
the Republic of Notes of any Series tendered pursuant to the Offers is at the
sole and absolute discretion of the Republic and tenders may be rejected by
the Republic for any reason.

 

The Republic is expected to announce on 18 February 2026 its intention to
issue new U.S. dollar-denominated notes in one or more series (the "New
Notes").  Whether the Republic will accept and settle the purchase of Notes
of either Series validly tendered in an Offer is subject (unless such
condition is waived by the Republic in its sole and absolute discretion),
without limitation, to the successful completion of the issue of the New Notes
or such other financing as the Republic may determine on terms acceptable to
it (in each case as determined by the Republic in its sole and absolute
discretion) (the "New Financing Condition").  Even if the New Financing
Condition is satisfied, the Republic is not under any obligation to accept for
purchase the Notes of any Series tendered pursuant to the Offers.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any New Notes in the
United States.  Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration requirements
of, the Securities Act.  The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

Any investment decision to purchase any New Notes should be made solely based
on information contained in the offering circular (the "Offering Circular") to
be prepared by the Republic in connection with the offer of New Notes.  The
Republic has prepared an offering circular in preliminary form dated 18
February 2026 (the "Preliminary Offering Circular").  Subject to compliance
with all applicable securities laws and regulations, the Preliminary Offering
Circular is, and the Offering Circular once published will be, available from
the Dealer Managers (in their capacity as joint bookrunners for the offer of
New Notes) on request.

The target market in respect of the New Notes is 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 United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

Priority in allocation of New Notes

The Republic intends, in connection with allocations of the New Notes, to
consider among other factors whether or not the relevant Noteholder seeking an
allocation of the New Notes has validly tendered or indicated a firm intention
to tender Notes of either Series pursuant to an Offer, and, if so, the
aggregate principal amount of Notes of such Series tendered or intended to be
tendered by such Noteholder.  When considering allocations of any New Notes,
the Republic intends to give preference to those Noteholders who, prior to
such allocation (which may be before the Expiration Deadline), have tendered,
or indicated to the Republic or a Dealer Manager their firm intention to
tender, Notes of either Series.  Any such preference will, subject to the
sole and absolute discretion of the Republic, be applicable up to the
aggregate principal amount of Notes of each Series tendered or firmly
indicated to be tendered by such Noteholder pursuant to the Offers.  However,
the Republic is not obliged to allocate any New Notes to a Noteholder which
has validly tendered or indicated a firm intention to tender Notes of either
Series pursuant to the Offers.

A Noteholder who is eligible and wishes to subscribe for any New Notes in
addition to tendering its Notes for purchase pursuant to an Offer will be
required to make a separate application for the purchase of such New Notes to
any manager of the issue of the New Notes in accordance with the standard new
issue procedures of such manager.  A Noteholder, if it so wishes, may elect
to subscribe for any New Notes in an aggregate principal amount exceeding the
aggregate principal amount of Notes of a Series which are the subject of such
Noteholders' Tender Instruction or firm intention to tender.  The deadline
for Noteholders to seek an allocation of any New Notes may precede the
Expiration Deadline.

The Tender Offer Memorandum is not an offer to sell or solicitation of an
offer to buy any New Notes.  Any allocation of any New Notes, while being
considered by the Republic as set out above, will be made in accordance with
customary new issue allocation processes and procedures and Noteholders should
contact a Dealer Manager for further information in this regard, including any
relevant deadlines.

In the event that a Noteholder validly tenders Notes of any Series pursuant to
the Offers, such Notes will remain subject to such tender and the conditions
set out in the Tender Offer Memorandum irrespective of whether that Noteholder
receives all, part or none of any allocation of any New Notes for which it has
applied.

Notwithstanding any other provisions of the Tender Offer Memorandum, the
aggregate principal amount of any New Notes, if any, for which allocation
preference will be given to any Noteholder will be subject to the sole and
absolute discretion of the Republic.

Rationale for the Offers

The Republic is making the Offers, in conjunction with the offering of the New
Notes, as part of the proactive management of Kenya's external indebtedness,
specifically to smooth out the maturity profile of the 2032 Notes due in May
2032 and the 2028 Notes due in February 2028.

All Notes purchased by the Republic pursuant to the Offers will be cancelled
and will not be re-issued or re-sold.

Source of Funds

The Republic expects to finance the purchase of Notes of each Series validly
tendered and accepted for purchase pursuant to the Offers with the net
proceeds of the issuance of the New Notes.

Maximum Purchase Amount and Proration

Subject to satisfaction or waiver of the New Financing Condition, if the
Republic decides to accept valid tenders of the Notes pursuant to the Offers,
the Republic intends to accept Notes of each Series such that the cash amount
payable does not exceed (a) U.S.$350,000,000 for the 2032 Notes, and (b)
U.S.$150,000,000 for the 2028 Notes (the "Maximum Purchase Amount"). For the
avoidance of doubt, these amounts include any Accrued Interest payable on the
Notes of each Series.

Subject to applicable law, the Republic expressly reserves the right in its
sole and absolute discretion to modify the Maximum Purchase Amount of the
Notes of each Series to a higher or lower amount.  The Republic reserves the
right to accept significantly more or significantly less (or none) of any such
Series of Notes as compared to the other Series of Notes.

If the aggregate principal amount of Notes validly tendered pursuant to either
Offer would result in the applicable Maximum Purchase Amount being exceeded,
the Republic intends to accept the Notes validly tendered pursuant to such
Offer for purchase on a pro rata basis in such a manner that the total
principal amount of the Notes accepted for purchase would be no greater than
such as would result in the payment of the applicable Maximum Purchase Amount.

In the event that proration is required in respect of the Notes of either
Series, such proration will be carried out in accordance with the procedures
described in the Tender Offer Memorandum.

Participation in the Offer

In order to participate in and be eligible to receive the relevant Purchase
Price and the relevant Accrued Interest Payment pursuant to each of the
Offers, Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction in
respect of an Offer that such Noteholder wishes to participate in that is
received by the Tender Agent by the Expiration Deadline.

In order to be valid, Tender Instructions must be submitted in respect of a
minimum denomination of U.S.$200,000 in principal amount of the Notes of a
Series and integral multiples of U.S.$1,000 in excess thereof.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

The Republic is not under any obligation to accept any tender of Notes of any
Series for purchase pursuant to an Offer.  Whether the Republic will accept
and settle the purchase of Notes of a Series validly tendered in an Offer is
subject (unless such condition is waived by the Republic in its sole and
absolute discretion), without limitation, to the satisfaction of the New
Financing Condition.  In addition, tenders of Notes of any Series for
purchase may be rejected in the sole discretion of the Republic for any reason
and the Republic is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes of any Series
for purchase.  For example, tenders of Notes of any Series for purchase may
be rejected if an Offer is terminated, if an Offer does not comply with the
relevant requirements of a particular jurisdiction or for any other reason.

Expected Timetable of Events

The times and dates below are indicative only.

 Events                                                                          Expected Times and Dates
                                                                                 (All times are New York City time)
 Commencement Date
 Offers announced.  Tender Offer Memorandum available from the Tender Agent.     18 February 2026
 Expiration Deadline
 Deadline for receipt by the Tender Agent of all Tender Instructions in order    5:00 p.m. on 25 February 2026
 for Noteholders to be able to participate in an Offer and to be eligible to
 receive the relevant Purchase Price and the relevant Accrued Interest Payment
 on the Settlement Date.
 Results Announcement Date
 Announcement of (i) the aggregate principal amount of validly tendered Notes    26 February 2026
 of each Series accepted for purchase pursuant to the Offers (subject to
 satisfaction or waiver of the New Financing Condition on or prior to the
 Settlement Date), (ii) any Proration Factor in respect of the Notes (if
 applicable) and (iii) the date of the Settlement Date.
 Expected Settlement Date
 Subject to satisfaction or waiver of the New Financing Condition, payment of    3 March 2026
 the relevant Purchase Price and the relevant Accrued Interest Payment in
 respect of each Offer.

The above times and dates are subject to the right of the Republic to extend,
re-open, amend, and/or terminate any Offer (subject to applicable law and as
provided in the Tender Offer Memorandum).  Noteholders are advised to check
with any bank, securities broker or other intermediary through which they hold
Notes when such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke their
instruction to participate in, an Offer before the deadlines specified in the
Tender Offer Memorandum.  The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be earlier than
the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offers will be
by the issue of a press release through Euronext Dublin and the Regulatory
News Service and by the delivery of notices to the relevant Clearing Systems
for communication to Direct Participants.  Such announcements may also be
found on the relevant Reuters Insider screen and may be made by the issue of a
press release to a Notifying News Service.  Copies of all such announcements,
press releases and notices can also be obtained upon request from the Tender
Agent, the contact details for which are set out below.  Significant delays
may be experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers.  In addition, Noteholders may
contact the Dealer Managers for information using the contact details set out
below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.

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               The Standard Bank of South Africa Limited

                                              30 Baker Street
 Citigroup Centre
Rosebank

Johannesburg 2196
 Canada Square
South Africa

 Canary Wharf                                   Attention:  Liability Management Group

Telephone:  +44 (0) 203 167 5210
 London E14 5LB
Email:  liabilitymanagement@standardsbg.com

 United Kingdom

 Attention:  Liability Management Group

In Europe:  +44 20 7986 8969

 In the United States:

 Toll Free:  +1 800 558 3745

 Collect:  +1 212 723 6106

 Email:  liabilitymanagement.europe@citi.com

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.  Copies of the
Tender Offer Memorandum or related documents may also be obtained, free of
charge, from the Tender Agent.

Tender Agent

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention:  Exchange Team

Telephone:  +44 (0)20 7508 3867

Email:  citiexchanges@citi.com

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 before any decision is
made with respect to the Offers.

If you are in any doubt as to the contents of this announcement or the Tender
Offer Memorandum or the action you should take, 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.  Any individual or company
whose Notes of either Series are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to participate in the Offers.  None of the Issuer, the
Dealer Managers or the Tender Agent makes any recommendation as to whether
Noteholders should tender Notes for purchase pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell either Series of the Notes (and
tenders of Notes in the Offers will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful.  In those
jurisdictions where the securities, blue sky or other laws require the Offers
to be made by a licensed broker or dealer and either of the Dealer Managers or
any of their respective affiliates (as defined in Rule 405 of the U.S.
Securities Act of 1933, as amended (the "Securities Act")) is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in
such jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other jurisdiction.

In addition, each Noteholder participating in an Offer will also be deemed to
give certain representations in respect of the jurisdictions referred to below
and generally as set out in the Tender Offer Memorandum.  Any tender of Notes
for purchase pursuant to an Offer from a Noteholder that is unable to make
these representations will not be accepted.  Each of the Republic, the Dealer
Managers and the Tender Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Notes for purchase pursuant to an
Offer, whether any such representation given by a Noteholder is correct and,
if such investigation is undertaken and as a result the Republic determines
(for any reason) that such representation is not correct, such tender shall
not be accepted.

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement or the Tender Offer Memorandum comes are required
by the Issuer, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.

Kenya

No application has been or will be made by any person to obtain approval from
the Capital Markets Authority in Kenya (as the Capital Markets Public Offers,
Listing and Disclosures Regulations 2023 do not apply to the Notes) and
accordingly, the Offers are not being made, directly or indirectly, to the
general public in the Republic of Kenya.  Neither this announcement, the
Tender Offer Memorandum nor any other documentation or material relating to
the Offers have been or shall be distributed to the public in the Republic of
Kenya.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been submitted to the
clearance procedures of the Commissione Nazionale per le Societa e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

The Offers are being carried out in Italy as exempted offers 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.

Holders or beneficial owners of the Notes of any Series that are located in
Italy can tender Notes of such Series for purchase in an 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 from time to time, 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 or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-a-vis its clients in connection with the
Notes or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being made and
such documents and/or materials have not been approved by an authorised person
for the purposes of section 21 of the Financial Services and Markets Act 2000,
as amended.  Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom.  The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within Article
43(2) of the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not addressed to or
directed at any other person, including any retail clients within the meaning
of the rules, regulations and guidance issued by the Financial Conduct
Authority and such other persons should not act or rely upon it.

France

The Offers are not being made, directly or indirectly, to the general public
in the Republic of France.  Neither this announcement, the Tender Offer
Memorandum nor any other documentation or material relating to the Offers have
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(e) of 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, are eligible to participate in the
Offers.  Neither this announcement, nor the Tender Offer Memorandum has been
or will be submitted to the clearance procedures of the Autorité des marchés
financiers.

New Notes

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any New Notes in the
United States.  Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration requirements
of, the Securities Act.  The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

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