REG - Kenya (Republic of) - Tender Offer

CitigroupAnnouncement

02/10/2025 11:45

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RNS Number : 8328B  Kenya (The Republic of)  02 October 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" BELOW).

2 OCTOBER 2025

THE REPUBLIC OF KENYA ANNOUNCES TENDER OFFER FOR ITS U.S.$1,000,000,000 7.250
PER CENT. NOTES DUE 2028.

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 U.S.$1,000,000,000 7.250 per cent. Notes due 2028
(the "Notes") to tender Notes for purchase by the Issuer for cash (the
"Offer").

The Offer is made on the terms and subject to the conditions set out in the
Tender Offer Memorandum dated 2 October 2025 (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)  Maturity Date     Purchase Price(2)                                                       Amount subject to the Offer
 2028 Notes           Reg S ISIN: XS1781710543; Reg S Common Code: 178171054; 144A ISIN:  US$1,000,000,000                 28 February 2028  U.S.$1,037.50 per U.S.$1,000 in principal amount of Notes accepted for  Any and all
                      US491798AG90; 144A Common Code: 178426192; CUSIP: 491798 AG9                                                           purchase

(1) As at 2 October 2025.  The Notes are admitted to trading on the Main
Market of the London Stock Exchange and on the Main Securities Market of
Euronext Dublin.

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

The Offer begins on 2 October 2025 and will expire at 5.00 p.m. New York City
time on 9 October 2025 (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 as soon as possible in order to ensure proper and timely delivery of
Tender Instructions.

If the Republic decides to accept any valid tenders of Notes pursuant to the
Offer, the total amount that will be paid to each Noteholder on the Settlement
Date for such Notes accepted for purchase will be an amount (rounded to the
nearest U.S.$0.01, with U.S.$0.005 rounded upwards) equal to the sum of the
Purchase Price, being U.S.$1,037.50 per U.S.$1,000 in principal amount of the
Notes (representing 103.75 per cent. of the aggregate principal amount of the
Notes) (the "Purchase Price"), and the Accrued Interest Payment in respect of
such Notes.

New Financing Condition

The Republic is expected to announce on 2 October 2025 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 validly
tendered in the 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 any Notes tendered
pursuant to the Offer.

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 2 October
2025 (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 the Notes pursuant to the Offer, and, if so, the aggregate principal
amount of the Notes 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, the Notes.  Any such
preference will, subject to the sole and absolute discretion of the Republic,
be applicable up to the aggregate principal amount of the Notes tendered or
firmly indicated to be tendered by such Noteholder pursuant to the Offer.
 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
the Notes pursuant to the Offer.

A Noteholder who is eligible and wishes to subscribe for any New Notes in
addition to tendering its Notes for purchase pursuant to the 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 the Notes 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 the Notes pursuant to the
Offer, 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 Offer

The Republic is making the Offer, 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 Notes.

Source of Funds

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

Participation in the Offer

In order to participate in and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to the Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction in respect of the 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 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 for
purchase pursuant to the Offer.  Whether the Republic will accept and settle
the purchase of Notes validly tendered in the 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 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 for purchase.  For example, tenders of Notes for purchase may
be rejected if the Offer is terminated, if the 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
 Offer announced.  Tender Offer Memorandum available from the Tender Agent.       2 October 2025
 Expiration Deadline
 Deadline for receipt by the Tender Agent of all Tender Instructions in order     5:00 p.m. on 9 October 2025
 for Noteholders to be able to participate in the Offer and to be eligible to
 receive the Purchase Price and the Accrued Interest Payment on the Settlement
 Date.
 Results Announcement Date
 Announcement of (i) the aggregate principal amount of validly tendered Notes     10 October 2025
 accepted for purchase pursuant to the Offer (subject to satisfaction or waiver
 of the New Financing Condition on or prior to the Settlement Date), and (ii)
 the date of the Settlement Date.
 Expected Settlement Date
 Subject to satisfaction or waiver of the New Financing Condition, payment of     14 October 2025
 the Purchase Price and the Accrued Interest Payment in respect of the Offer.

The above times and dates are subject to the right of the Republic to extend,
re-open, amend, and/or terminate the 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, the Offer by 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 Offer 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 Offer.  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 Offer.

 

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 Offer.

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 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 Offer.  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 Offer.

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 Notes (and tenders of Notes in
the Offer 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 requires the Offer to be made by a licensed
broker or dealer and either of the Dealer Managers or 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 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 the 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 the 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
the 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 (Securities)
Public Offers, Listing and Disclosures Regulations 2002 do not apply to the
Notes) and accordingly, the Offer is 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 Offer have been or shall be distributed to the public in the Republic
of Kenya.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer 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 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 "Italian 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 that are located in Italy can tender
Notes for purchase in the Offer through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such activities
in Italy in accordance with the Italian 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 Offer.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is 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 Offer 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 Offer is not being made, directly or indirectly, to the public in the
Republic of France.  Neither this announcement, the Tender Offer Memorandum
nor any other document or material relating to the Offer 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 Offer.
 Neither this announcement, nor the Tender Offer Memorandum has been or will
be submitted for clearance to or approved by 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 or other
securities 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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