REG - Kenya (Republic of) - Result of Tender Offer

CitigroupAnnouncement

04/03/2025 11:30

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RNS Number : 2913Z  Kenya (The Republic of)  04 March 2025

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" IN THE TENDER OFFER MEMORANDUM DATED 24 FEBRUARY
2025 PREPARED BY THE REPUBLIC OF KENYA)

4 March 2025

THE REPUBLIC OF KENYA ANNOUNCES THE RESULTS OF THE TENDER OFFER FOR ITS
U.S.$900,000,000 7.000 per cent. Notes due 2027

The Republic of Kenya (the "Issuer" or the "Republic") today announces the
results of its invitation to eligible holders of its outstanding
U.S.$900,000,000 7.000 per cent. Notes due 2027 (Reg S ISIN: XS1843435840; Reg
S Common Code: 184343584; 144A ISIN: US491798AJ30; CUSIP: 491798 AJ3) (the
"Notes") to tender Notes for purchase by the Republic for cash subject to the
Maximum Tender Amount (as defined below) (the "Offer").

The Offer was announced on 24 February 2025 and was made on the terms and
subject to the conditions set out in the Tender Offer Memorandum dated 24
February 2025 (the "Tender Offer Memorandum") prepared by the Republic.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Invitation was 5.00 p.m. (New York time) on 3
March 2025.

As at the Expiration Deadline, the Republic had received valid tenders of
U.S.$576,690,000 in aggregate principal amount of the Notes for purchase
pursuant to the Offer, which is less than the Maximum Tender Amount of
U.S.$900,000,000 (as announced by the Republic on 27 February 2025) (the
"Maximum Tender Amount").

On 26 February 2025, the Republic successfully priced one series of New Notes
in an aggregate principal amount of U.S.$1,500,000,000 meaning that the New
Financing Condition is expected to be satisfied on the closing date in respect
of the issue of New Notes of 5 March 2025, subject to the satisfaction of
customary conditions precedent.

Accordingly, subject to the satisfaction or waiver of the New Financing
Condition, the Republic will accept for purchase all Notes validly tendered
pursuant to the Offer. There will be no proration.

The Purchase Price for the Notes accepted for purchase (subject to the
satisfaction or waiver of the New Financing Condition) is U.S.$1,002.50 per
U.S.$1,000 in principal amount of such Notes. An Accrued Interest Payment will
be paid in addition to the Purchase Price on such Notes.

The Settlement Date in respect of the Notes accepted for purchase (subject to
the satisfaction or waiver of the New Financing Condition) will be 10 March
2025. All Notes accepted for purchase will be cancelled and will not be
reissued or resold. Any Notes that were not tendered or are not accepted for
purchase pursuant to the Offer will remain outstanding.

 

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
 Canada Square

                                            Johannesburg 2196
 Canary Wharf

                                            South Africa
 London E14 5LB

 United Kingdom

                                            Attention: Liability Management Group

                                            Telephone: +44 (0) 203 167 5210
 Attention: Liability Management Group

                                            Email: liabilitymanagement@standardsbg.com
 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

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. If you are in any doubt
as to the contents of this announcement or the Tender Offer Memorandum, 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. This
announcement is for informational purposes only.

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