REG - Zambia (Republic of) - Tender Offer

CitigroupAnnouncement

29/05/2026 12:45

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RNS Number : 2678G  Zambia (Republic of) (MoF)  29 May 2026

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "INVITATION AND
DISTRIBUTION RESTRICTIONS" BELOW).

29 May 2026

THE REPUBLIC OF ZAMBIA ANNOUNCES INVITATION TO HOLDERS OF ITS
U.S.$1,364,725,564 Fixed Rate Step-Up Amortising Notes due 2053 TO TENDER ANY
AND ALL SUCH NOTES FOR PURCHASE BY THE REPUBLIC OF ZAMBIA FOR CASH

The Republic of Zambia (the "Republic") today announces its invitation to
eligible holders (subject to the invitation and distribution restrictions
referred to below) of its outstanding U.S.$1,364,725,564 Fixed Rate Step-Up
Amortising Notes due 2053 (the "Notes") to tender any and all of their Notes
for purchase by the Republic for cash (the "Invitation"), subject to
satisfaction or waiver of the New Financing Condition (as defined below) and
the other conditions described in the tender offer memorandum dated 29 May
2026 (the "Tender Offer Memorandum").

The Invitation is made on the terms and subject to the conditions set out in
the Tender Offer Memorandum, including the invitation and distribution
restrictions set out therein.

Copies of the Tender Offer Memorandum are available at the Invitation Website:
https://projects.sodali.com/zambia (https://projects.sodali.com/zambia) .
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

 Description of Notes                                              ISIN / CUSIP                        Outstanding Nominal Amount(1)  Tender Consideration(2)                                  Early Tender Fee(3)                                     Total Consideration(2 4)                                 Amount Subject to the Invitation

 U.S.$1,364,725,564 Fixed Rate Step-Up Amortising Notes due 2053   ISIN: XS2837240428 / US988895AR94   U.S.$1,364,725,564             U.S.$740 per U.S.$1,000 in nominal amount of the Notes   U.S.$40 per U.S.$1,000 in nominal amount of the Notes   U.S.$780 per U.S.$1,000 in nominal amount of the Notes   Any and all(5)

                                                                   CUSIP: 988895 AR9

1 As at 29 May 2026.

2 Accrued Interest (as defined herein) shall be paid in addition to the Tender
Consideration or the Total Consideration, as applicable.

(3) Only payable to Noteholders who tender at or prior to the Early
Participation Deadline (as defined below).

(4) The Total Consideration is equal to the Tender Consideration and the Early
Tender Fee.

(5) Noteholders should note that the Notes are redeemable at the Republic's
option on the terms set out in Condition 5(c) (Clean-up Call) of the terms and
conditions of the Notes if not less than 75 per cent. of the aggregate nominal
amount of the outstanding Notes are tendered and not withdrawn and all such
Notes are purchased pursuant to the Invitation (representing a repurchase of
at least U.S.$1,023,544,173 in aggregate nominal amount of the Notes pursuant
to the Invitation). If this condition is met the Republic expects to exercise
this clean-up call option at a redemption amount equal to the Tender
Consideration (plus any accrued and unpaid interest to the date set for
redemption), which excludes the Early Tender Fee, and to give notice of any
such redemption within 30 days of the Settlement Date.

 

Rationale for the Invitation

The Republic is making the Invitation in order to utilise the liquidity
provided by the New Loan (as defined below) to redeem all or a portion (as the
case may be) of the Notes, which were issued as part of the Republic's
restructuring process in 2024 and contain certain provisions specific to
negotiations with the restructured creditors at the time. Furthermore, the
transactions will allow the Republic to (i) streamline its debt stock and
proactively manage its overall debt maturity profile and (ii) accordingly pave
the way for a future return by the Republic to the international capital
markets.

The Republic intends to finance the purchase of the Notes validly tendered and
accepted for purchase with a combination of (i) the proceeds of the New Loan
and (ii) the Republic's own resources.

As at 29 May 2026, the nominal amount outstanding of the Notes is
U.S.$1,364,725,564. All Notes purchased by the Republic pursuant to the
Invitation will be cancelled and will not be re-issued or re-sold.

Consideration for the Invitation

Total Consideration

Noteholders who validly tender their Notes at or prior to 5:00 p.m. (New York
City time) on 5 June 2026 (the "Early Participation Deadline"), shall, to the
extent their Notes are accepted for purchase, receive consideration of
U.S.$780 per U.S.$1,000 in nominal amount of Notes (the "Total Consideration")
(together with Accrued Interest) for such Notes, which comprises the Tender
Consideration (as defined below) plus the Early Tender Fee (as defined
below).  The Republic reserves the right in its sole discretion to extend the
Early Participation Deadline.

Tender Consideration

Noteholders who validly tender their Notes after the Early Participation
Deadline, but at or prior to 5:00 p.m. (New York City time) on 11 June 2026,
subject to the right of the Republic to extend, re-open, amend and/or
terminate the Invitation (the "Expiration Deadline"), shall, to the extent
their Notes are accepted for purchase, receive consideration of U.S.$740 per
U.S.$1,000 in nominal amount of Notes (the "Tender Consideration") (together
with Accrued Interest) for such Notes, which equals the Total Consideration
less the Early Tender Fee.

Early Tender Fee

Noteholders who validly tender their Notes at or prior to the Early
Participation Deadline shall, to the extent their Notes are accepted for
purchase, receive the Tender Consideration plus consideration of U.S.$40 per
U.S.$1,000 in nominal amount of Notes (the "Early Tender Fee") (together with
Accrued Interest) for such Notes.  The Republic reserves the right in its
sole discretion to extend the Early Participation Deadline.

Accrued Interest

The Republic will calculate any Accrued Interest with respect to the Notes
accepted for purchase in accordance with the terms and conditions of the
Notes, and the calculation will be final and binding on all Noteholders whose
Notes were accepted for purchase, absent manifest error.

New Financing Condition

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

The Republic expects to enter into a facility agreement with the African
Development Bank in respect of a U.S.$600,000,000 loan (the "New Loan") prior
to the Expiration Deadline which the Republic intends to draw down following
the Expiration Deadline and prior to the settlement of the Invitation on the
Settlement Date (subject to the satisfaction or waiver of certain conditions
precedent under the facility agreement). Whether the Republic will accept and
settle the purchase of Notes validly tendered in the Invitation is subject
(unless such condition is waived by the Republic in its sole and absolute
discretion), without limitation, to the completion of the drawdown of the New
Loan on terms acceptable to it (as determined by the Republic in its sole and
absolute discretion). Even if the New Financing Condition (as defined herein)
is satisfied, the Republic is not under any obligation to accept for purchase
any Notes tendered pursuant to the Invitation.

Post-Settlement Redemption

In the event that at least 75 per cent. of the aggregate nominal amount of the
Notes are validly tendered and not withdrawn and all such Notes are accepted
for purchase by the Republic pursuant to the Invitation (representing a
repurchase of at least U.S.$1,023,544,173 in aggregate nominal amount of the
Notes pursuant to the Invitation), it is the Republic's intention to exercise
its right pursuant to Condition 5(c) (Clean-Up Call) of the terms and
conditions of the Notes (the "Clean-Up Call") to redeem all Notes that remain
outstanding following the Settlement Date at a redemption amount equal to the
Tender Consideration (plus any accrued and unpaid interest to the date set for
redemption), which excludes the Early Tender Fee.  Therefore, in the event
that the Republic exercises its rights pursuant to the Clean-up Call,
Noteholders who do not participate in the Invitation at or prior to the Early
Participation Deadline will not receive the Early Tender Fee. The Republic
expects to give notice of any such redemption within 30 days of the Settlement
Date.

Participation in the Invitation

In order to participate in, and be eligible to receive the Tender
Consideration or the Total Consideration, as applicable, and any Accrued
Interest Payment pursuant to, the Invitation, Noteholders must validly tender
their Notes by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Information and Tender Agent
at or prior to the Early Participation Deadline (in order to be eligible to
receive the Total Consideration) or the Expiration Deadline.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than the minimum nominal amount of U.S.$50,000 and in
integral multiples of U.S.$1 thereafter.

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 for purchase any Notes
tendered pursuant to the Invitation. Tenders of Notes for purchase may be
rejected in the sole and absolute 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.

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
 Announcement of the Invitation distributed via the Clearing Systems and         29 May 2026
 published by way of an announcement via RNS.

 Tender Offer Memorandum made available to Noteholders through the Invitation
 Website at https://projects.sodali.com/zambia
 (https://projects.sodali.com/zambia) .
 Early Participation Deadline
 Deadline for receipt of valid Tender Instructions by the Information and        5:00 p.m. on 5 June 2026
 Tender Agent in order for Noteholders to be eligible to receive the Total
 Consideration.
 Early Results Announcement Date
 Announcement of the aggregate nominal amount of Notes validly tendered as of    As soon as practicable following the Early Participation Deadline, expected to
 the Early Participation Deadline distributed via the Clearing Systems and       be 8 June 2026
 published by way of an announcement via RNS and on the Invitation Website
 Expiration Deadline
 Deadline for receipt of valid Tender Instructions by the Information and        5:00 p.m. on 11 June 2026
 Tender Agent in order for Noteholders to be able to participate in the
 Invitation.
 Results Announcement Date
 Announcement of:                                                                As soon as practicable following the Expiration Deadline, expected to be 12

                                                                               June 2026
 (i)            the aggregate nominal amount of validly tendered
 Notes to be accepted for purchase (subject only to the satisfaction or waiver
 (in the sole and absolute discretion of the Republic) of the New Financing
 Condition on or prior to the Settlement Date);

 (ii)           the nominal amount of Notes that will remain
 outstanding following settlement of the Invitation,

 distributed via the Clearing Systems and published by way of an announcement
 via RNS and on the Invitation Website.
 Settlement Date
 Subject to satisfaction or waiver of the New Financing Condition on or prior    Expected to be on or about the later of (i) 15 June 2026, and (ii) the date of
 to the Settlement Date, payment of the Tender Consideration or total            drawdown under the New Loan
 Consideration, as applicable, and Accrued Interest in respect of any Notes
 validly tendered and accepted for purchase pursuant to the Invitation.

 

The above times and dates are subject to the right of the Republic to extend,
re-open, amend, and/or terminate the Invitation (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 Invitation 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. See "Procedures for Participating
in the Invitation".

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

Citigroup Global Markets Limited is acting as Dealer Manager and Sodali &
Co Limited is acting as Information and Tender Agent.

Dealer Manager

 Citigroup Global Markets Limited

 Citigroup Centre

 Canada Square

 Canary Wharf

 London E14 5LB

 United Kingdom

 Telephone:

 In the United Kingdom:

  +44 20 7986 8969

 In the United States:

 Toll-Free: +1 800 558 3745

 Collect: +1 212 723 6106

Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)

 Attention: Liability Management Group

 

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

Information and Tender Agent

 Sodali & Co Limited

In London:                                       In Stamford:                   In Hong Kong:
 The Leadenhall Building, 122 Leadenhall Street
                29/F, No. 28 Stanley Street

                        333 Ludlow Street, 5th Floor

 London, EC3V 4AB
                Central, Hong Kong
                          South Tower, CT 06902

                          United States of America

 Telephone: +44 20 4513 6933                      Telephone:  +1 203 658 9457    Telephone:  +852 2319 4130
 Email: zambia@investor.sodali.com

 Invitation Website: https://projects.sodali.com/zambia
 (https://projects.sodali.com/zambia)

Email: zambia@investor.sodali.com

Invitation Website: https://projects.sodali.com/zambia
(https://projects.sodali.com/zambia)

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No invitation to acquire any Notes is being made pursuant to this
announcement. Any such invitation is only being made in the Tender Offer
Memorandum and any such acquisition or acceptance of the Invitation should be
made solely on the basis of information contained in 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 Invitation. 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
Invitation. The Dealer Manager does not take responsibility for the contents
of this announcement and none of the Republic, the Dealer Manager or the
Information and Tender Agent or any of their respective directors, employees
or affiliates makes any representation or recommendation as to whether
Noteholders should tender Notes for purchase pursuant to the Invitation.

INVITATION 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 Invitation 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 Invitation to be made by a
licensed broker or dealer and the Dealer Manager or any of the Dealer
Manager's 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 Invitation shall be made by the Dealer Manager
or such affiliate, as the case may be, on behalf of the Republic in such
jurisdiction.

In addition, each Noteholder participating in the Invitation 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 Invitation from a Noteholder that
is unable to make these representations will not be accepted. Each of the
Republic, the Dealer Manager and the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to the Invitation, 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
Republic, the Dealer Manager and the Information and Tender Agent to inform
themselves about, and to observe, any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Invitation 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 (the "FSMA"). 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 may be exempt from the
restriction on financial promotion under section 21 of the FSMA on the basis
that it is only directed at and may be communicated to (i) persons who have
professional experience in matters relating to investments, being investment
professionals as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"), (ii) persons who fall within Article 43(2) of the Financial Promotion
Order or (iii) any other persons to whom these documents and/or materials may
lawfully be made under the Financial Promotion Order. Any investment or
investment activity to which this announcement or the Tender Offer Memorandum
relates is available only to such persons or will be engaged only with such
persons and other persons should not rely on it.

 

France

The Invitation is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Tender Offer
Memorandum nor any other documentation or material relating to the Invitation
has 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 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 Invitation.

Neither this announcement, the Tender Offer Memorandum nor any offer document
or material relating to the Invitation has been or will be submitted for
clearance to the Autorité des Marchés Financiers.

Italy

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

The Invitation 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 Invitation through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of 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 1 September 1993, as amended
from time to time) 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
Notes or the Invitation or the Tender Offer Memorandum.

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

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