Zambia (Republic of) - Early Results of Tender Offer
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).
10 June 2026
THE REPUBLIC OF ZAMBIA ANNOUNCES THE EARLY RESULTS OF ITS 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 the results, as of the Early Participation Deadline (as such term is defined in the Amendment and Extension Announcement referred to below), of its invitation to eligible holders of its outstanding U.S.$1,364,725,564 Fixed Rate Step-Up Amortising Notes due 2053 (ISIN: XS2837240428 / US988895AR94 | CUSIP: 988895 AR9) (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 and the other conditions described in the Tender Offer Memorandum and the Amendment and Extension Announcement (both as defined below).
The Invitation was announced on 29 May 2026 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 29 May 2026 (the "Tender Offer Memorandum") prepared by the Republic, the terms of which were amended by an announcement dated 4 June 2026 (the "Amendment and Extension Announcement") prepared by the Republic and announced via RNS and the Invitation Website. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum or the Amendment and Extension Announcement, as the case may be.
The Early Participation Deadline for the Invitation was 5.00 p.m. (New York City time) on 9 June 2026.
Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, the Republic announces that it will accept all U.S.$1,335,358,057 in aggregate principal amount of Notes validly tendered for purchase pursuant to the Invitation prior to the Early Participation Deadline, representing 97.85% of the outstanding aggregate principal amount of the Notes.
The Total Consideration payable for the Notes accepted for purchase prior to the Early Participation Deadline pursuant to the Invitation is approximately U.S.$828.68 per U.S.$1,000 in principal amount of such Notes, plus the Accrued Interest Payment in respect of such Notes.
The Total Consideration payable per U.S.$1,000 in principal amount of such Notes has been calculated as follows:
· U.S.$740 comprising the Tender Consideration;
· U.S.$40 comprising the Early Tender Fixed Fee; and
· Approximately U.S.$48.68 comprising the pro rata share per U.S.$1,000 of the Early Tender Pooled Fee.
The Invitation remains open and the Expiration Deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be able to participate in the Invitation remains 5.00 p.m. (New York City time) on 11 June 2026. Noteholders who have not validly tendered their Notes prior to the Early Participation Deadline but who do validly tender their Notes prior to the Expiration Deadline shall, to the extent their Notes are accepted for purchase, receive the Tender Consideration of U.S.$740 per U.S.$1,000 in principal amount of Notes, together with Accrued Interest for such Notes, but excluding the Early Tender Fee.
The Settlement Date in respect of the Notes accepted for purchase is expected to be on or about the later of (i) 15 June 2026, and (ii) the date of drawdown under the New Loan. Tenders of Notes which are accepted for purchase will settle through the normal procedures of the Clearing Systems. All Notes accepted for purchase will be cancelled and will not be reissued or resold.
The Republic expects that, upon settlement of the Invitation, the requirements of Condition 5(c) (Clean-Up Call) of the terms and conditions of the Notes (the "Clean-Up Call") will have been met and accordingly, the Republic intends to exercise its right pursuant to the Clean Up Call to redeem all Notes that remain outstanding following the Settlement Date and no later than 25 June 2026 at a redemption amount equal to the Tender Consideration plus Accrued Interest but excluding the Early Tender Fee plus any accrued and unpaid interest to the date set for redemption. For the avoidance of doubt, this announcement does not constitute a notice of redemption for the purposes of Condition 5(c) of the terms and conditions of the Notes. The Republic intends to deliver a separate redemption notice in accordance with the terms and conditions of the Notes.
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.comAttention: 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:
The Leadenhall Building, 122 Leadenhall StreetLondon, EC3V 4AB
In Stamford:
333 Ludlow Street, 5th Floor
South Tower, CT 06902
United States of America
In Hong Kong:
29/F, No. 28 Stanley StreetCentral, Hong Kong
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
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to acquire any Notes is being made solely pursuant to this announcement. Any such invitation is only being made in the Tender Offer Memorandum (as amended by the Amendment and Extension Announcement) and any such acquisition or acceptance of the Invitation should be made solely on the basis of information contained in the Tender Offer Memorandum (as amended by the Amendment and Extension Announcement). This announcement, the Tender Offer Memorandum and the Amendment and Extension Announcement 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, the Tender Offer Memorandum or the Amendment and Extension Announcement 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, the Tender Offer Memorandum nor the Amendment and Extension Announcement constitute 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, the Tender Offer Memorandum and the Amendment and Extension Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum or the Amendment and Extension Announcement 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, the Amendment and Extension Announcement 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, the Tender Offer Memorandum or the Amendment and Extension Announcement 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, the Amendment and Extension Announcement 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, the Amendment and Extension Announcement 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, the Amendment and Extension Announcement 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 or the Amendment and Extension Announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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