Zambia (Republic 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).
4 June 2026
THE REPUBLIC OF ZAMBIA ANNOUNCES EXTENSION TO 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 AND INCREASE IN EARLY TENDER FEE
The Republic of Zambia (the "Republic" or "Zambia") today announces amendments to its invitation to holders ("Noteholders") (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").
Background
As this week's market events have emphasised, this series of Notes has been a persistent source of confusion and uncertainty, repeatedly dragging Zambia back to its recent restructuring episode and undermining the country's standing within the international financial community.
On 29 May 2026, Zambia was pleased to launch the first-ever debt for development swap focused on the energy sector, which Zambia has been working on for more than two years. As part of this transaction, which benefits from extraordinary support from the African Development Bank ("AfDB"), Zambia is pledging to invest US$275 million to improve access to reliable electricity through a Grid Resilience Programme over the next 15 years. This transformative project will be managed by an independent entity run by private sector professionals. In addition to support from the AfDB. The Grid Resilience Program will be coordinated by GreenCo Power Services, a member of the Africa GreenCo Group, which is contributing on a corporate social responsibility basis, reflecting its commitment to expanding reliable energy access across Africa.
The Invitation aims to achieve an important debt management objective for Zambia. There has been much market commentary and uncertainty surrounding the Notes since Zambia's 2024 sovereign debt restructuring, which has intensified over the past few months and has curtailed Zambia's emergence from a complicated, multi-year debt restructuring. Zambia's ambition to retire the Notes in full is a crucial step in normalising its relations with international financial markets and preparing its eventual return to the bond markets.
Over the last few months, Zambia has taken note of market commentary that the contractual terms of the Notes are ambiguous, particularly with respect to the determination of an Adjustment Event under the Notes, which in part relies on the calculation of the Composite Indicator ("CI"). Whilst perhaps an imperfect and infrequently published indicator, this was nonetheless a key component of the Adjustment Event calculation that was negotiated and included as a trigger at the request of the Ad-Hoc Group of Bondholders in Zambia's restructuring. Market reaction and commentary with respect to the Notes, including following the launch of the Invitation, would indicate sustained confusion and uncertainty regarding the timing or occurrence of a potential Adjustment Event trigger as well as underlying calculations.
As the deadline for the first Adjustment Event determination approaches, Zambia is required to publish an Adjustment Event Determination Notice, indicating its determination of whether an Adjustment Event has occurred. Consistent with its contractual obligations, and in order to dissipate further market uncertainty, Zambia intends to publish as soon as practicable the Adjustment Event Determination Notice, which will indicate that, for the semi-annual period of January 2026 to June 2026, the Composite Indicator score was 2.60. The CI score has been determined in accordance with the terms of the Notes, using the latest available CI score published by the IMF in its Sixth Review under Zambia's Extended Credit Facility, published on 2 February 2026[1].
Nevertheless, in Zambia's view, it is possible that an Adjustment Event may occur at a later date during the Relevant Period and Zambia has calculated the potential savings to be realised by the debt swap transaction on the assumption that this may occur. This is, however, a forward-looking statement, and no assurances can be given that an Adjustment Event will occur in relation to the Notes, or that if it does, that Zambia's economic or financial position at the relevant time will support the resulting increase in debt service. Accordingly, the Invitation was launched to derisk the transaction for the Republic and to give Noteholders more certainty.
Notwithstanding that Zambia made the Invitation at a price that was above the prevailing market price at the time of launch of the Invitation, Zambia has taken note of Noteholder concerns expressed since the launch of the Invitation regarding the pricing of the offer, including in discussions today with certain Noteholders at their request. Following such feedback, Zambia hereby announces an amendment to its Invitation to (i) increase the Early Tender Fee by distributing an additional U.S.$65,000,000 to participating holders who validly tender before the Early Participation Deadline and (ii) extend the Early Participation deadline to 9 June 2026, in each case as further described below. Based on the percentage of the aggregate nominal amount of Notes that are validly tendered before the Early Participation Deadline and accepted for purchase, the pro rata Total Consideration will be approximately between U.S.$843.50 and U.S.$827.63 per U.S.$1,000 nominal amount of Notes.
The increase in the Early Tender Fee (and therefore the Total Consideration) described above represents Zambia's best and final effort, as any further increase in the Total Consideration would reduce the savings from the transaction to an insufficient amount to finance Zambia's Grid Resilience Program. AfDB has advised Zambia that at any price above these levels, AfDB would no longer be able provide its financing.
Zambia further confirms that it will not accept for purchase any Notes tendered pursuant to the Invitation unless 75 per cent. or more of the aggregate nominal amount of the outstanding Notes are tendered in the Invitation (allowing Zambia to exercise its rights under the Clean-up Call to purchase the remaining Notes at the Tender Consideration), as the Grid Resilience Programme's funding and the AfDB's support is contingent on a full refinancing.
Zambia is encouraged by the broader market feedback and desire for the country to return to the international capital markets as soon as possible. Whilst not possible at this present time due to the dissolution of the National Assembly ahead of the upcoming elections in Zambia and planned consultations with the IMF in the second half of 2026, Zambia encourages tendering Noteholders interested in participating in a potential new notes offering to contact Citigroup as Dealer Manager with tender indications. No assurances can be given as to if, or when, Zambia chooses to access the capital markets in the future. This announcement does not constitute an offer of any securities for sale in any jurisdiction. Any person considering making an investment decision relating to any securities must make such decision independently based solely on an offering memorandum which would be provided to eligible investors at the time of any such offer of securities by Zambia in the future before taking any such investment decision.
The information set out in this announcement (including, for the avoidance if doubt, all information relating to the determination of the CI and the occurrence of any Adjustment Event), and the views expressed herein, are provided solely by the Republic and the Republic accepts responsibility for the same. Neither the Dealer Manager, the Information and Tender Agent nor any of their respective affiliates have authorised the whole or any part of this announcement and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this announcement, or accepts any responsibility for any acts or omissions of the Republic or any third party in connection with the Invitation.
Amendments
The Republic hereby amends the terms of the Invitation and the Tender Offer Memorandum in order to:
· extend the Early Participation Deadline from 5:00 p.m. (New York City time) on 5 June 2026 to 5:00 p.m. (New York City time) on 9 June 2026;
· postpone the Early Results Announcement Date, as set out in "Updated Expected Timetable of Events" below; and
· increase the Early Tender Fee by the inclusion of an additional U.S.$65,000,000 to be split between all Noteholders who tender Notes at or prior to the Early Participation Deadline pro rata to the nominal amount of Notes so tendered by such Noteholders, in addition to the fixed fee of U.S.$40 per U.S.$1,000 in nominal amount of Notes validly tendered at or prior to the Early Participation Deadline, and amend the definitions of Early Tender Fee and Total Consideration in the Tender Offer Memorandum as set out in "Amended Consideration for the Invitation - Early Tender Fee and Total Consideration" below.
For illustrative purposes only, the table below sets forth the approximate Early Tender Fee (as defined below) and approximate Total Consideration, as the case may be, that each Noteholder whose Notes are accepted for purchase pursuant to the Invitation, subject to the terms and conditions of the Invitation, assuming certain overall participation scenarios:
Tender
Tender
Early Tender
Early Tender
Approximate Total
Approximate Total
Participation
Consideration (1)
Fixed Fee(1)
Pooled Fee (pro-rata share) (1)(2)
Early Tender Fee(1)(3)
Consideration (1)(4)
75%
U.S.$740
U.S.$40
U.S.$63.50
U.S.$103.50
U.S.$843.50
80%
U.S.$740
U.S.$40
U.S.$59.54
U.S.$99.54
U.S.$839.54
85%
U.S.$740
U.S.$40
U.S.$56.03
U.S.$96.03
U.S.$836.03
90%
U.S.$740
U.S.$40
U.S.$52.92
U.S.$92.92
U.S.$832.92
95%
U.S.$740
U.S.$40
U.S.$50.14
U.S.$90.14
U.S.$830.14
100%
U.S.$740
U.S.$40
U.S.$47.63
U.S.$87.63
U.S.$827.63
(1) Per U.S.$1,000 nominal amount of Notes tendered
(2) Per U.S.$1,000 nominal amount of Notes tendered. This is the approximate pro rata share of the aggregate U.S.$65,000,000 Early Tender Pooled Fee expected to be payable to each tendering Noteholders who validly tender their Notes at or prior to Early Participation Deadline
(3) Per U.S.$1,000 nominal amount of Notes tendered. This is the Early Tender Fixed Fee plus the pro-rata share of the Early Tender Pooled Fee expected to be payable to Noteholders who validly tender their Notes at or prior to Early Participation Deadline
(4) Per U.S.$1,000 nominal amount of Notes tendered. This is the approximate aggregate Total Consideration (which includes the Tender Consideration and the Early Tender Fee) expected to be payable to Holders who validly tender their Notes at or prior to Early Participation Deadline
The Invitation was announced on 29 May 2026 and the Invitation is made on the terms and subject to the conditions set out in the Tender Offer Memorandum (as amended by this announcement), 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. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum or the Fiscal Agency Agreement dated 11 June 2024 and available at https://www.mofnp.gov.zm/?wpdmpro=fiscal-agency-agreement-new-b-notes-executed.
All Tender Instructions previously validly delivered pursuant to the Invitation will remain so delivered and no other action is required. Except as provided herein, all other terms, provisions and conditions of the Invitation remain unchanged.
Amended Consideration for the Invitation
Early Tender Fee and Total Consideration
Noteholders who validly tender their Notes at or prior to 5:00 p.m. (New York City time) on 9 June 2026 (the "Early Participation Deadline"), shall, to the extent their Notes are accepted for purchase, receive consideration of:
(a) The Tender Consideration (as defined below);
(b) An early tender fee comprised of:
(i) U.S.$40 per U.S.$1,000 in nominal amount of Notes (the "Early Tender Fixed Fee"); and
(ii) A pro rata share of the U.S.$65,000,000 to be split between all Noteholders who tender Notes at or prior to the Early Participation Deadline pro rata to the nominal amount of Notes so tendered by such Noteholders (the "Early Tender Pooled Fee" and together with the Early Tender Fixed Fee, the "Early Tender Fee", and the Tender Consideration together with the Early Tender Fee, 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).
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.
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.
Updated 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 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.
29 May 2026
Early Participation Deadline
Deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be eligible to receive the Total Consideration.
5:00 p.m. on 9 June 2026
Early Results Announcement Date
Announcement of the aggregate nominal amount of Notes validly tendered as of the Early Participation Deadline distributed via the Clearing Systems and published by way of an announcement via RNS and on the Invitation Website
As soon as practicable following the Early Participation Deadline, expected to be 10 June 2026
Expiration Deadline
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.
5:00 p.m. on 11 June 2026
Results Announcement Date
Announcement of:
(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.
As soon as practicable following the Expiration Deadline, expected to be 12 June 2026
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, payment of the Tender Consideration or total Consideration, as applicable, and Accrued Interest in respect of any Notes validly tendered and accepted for purchase pursuant to the Invitation.
Expected to be on or about the later of (i) 15 June 2026, and (ii) the date of drawdown under the New Loan
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 (as amended by this announcement)). 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 (as amended by this announcement). 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 together with this announcement 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.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 this 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 this announcement). 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.
[1] International Monetary Fund. African Dept. "Zambia: Sixth Review Under The Extended Credit Facility Arrangement, Request for a waiver of Nonobservance of a Quantitative Performance Criterion, and Financing Assurances Review-Press Release; Staff Report; and Statement by the Executive Director for Zambia", IMF Staff Country Reports 2026, 021 (2026).
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