REG - Sri Lanka (Republic) - Announcement of Indicative Results of Invitation

GDS HoldingsAnnouncement

13/12/2024 14:30

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RNS Number : 0839Q  Sri Lanka (G.D.S. Republic of)  13 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE INVITATION MEMORANDUM (AS
DEFINED BELOW).

Colombo, Sri Lanka, December 13, 2024

THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA

INDICATIVE RESULTS OF CONSENT SOLICITATION AND INVITATION TO EXCHANGE (THE
"INVITATION") IN RESPECT OF THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA'S
EXISTING BONDS

On November 25, 2024, the Government of the Democratic Socialist Republic of
Sri Lanka (the "Republic"), launched:

(i)           a solicitation of consents from (i) from Holders of
the Republic's outstanding Aggregated CAC Existing Bonds with respect to the
Aggregated CAC Existing Bonds Proposed Modifications, to be effected by way of
a mandatory exchange of such bonds for the applicable New Securities or
Substitute Consideration (the "Aggregated CAC Consent Solicitation"); and (ii)
from Holders of the Republic's Non-Aggregated CAC Existing Bonds with respect
to the Non-Aggregated CAC Existing Bonds Proposed Modifications and the
Non-Aggregated CAC Modified Bonds Proposed Modifications, to be effected by
way of a mandatory exchange of such bonds for the applicable New Securities or
Substitute Consideration (each a "Non-Aggregated CAC Consent Solicitation" and
together with the Aggregated CAC Consent Solicitation, the "Consent
Solicitations");

(ii)          an invitation to Eligible Holders of the Aggregated CAC
Existing Bonds and the Non-Aggregated CAC Existing Bonds (as modified, if
applicable) to exchange their Existing Bonds for the applicable New Securities
(as further described in the Invitation Memorandum) (respectively, the
"Aggregated CAC Existing Bonds Invitation to Exchange" and the "Non-Aggregated
CAC Existing Bonds Invitation to Exchange"); and

(iii)         an invitation to Eligible Holders of 2022 Bonds to
exchange their 2022 Bonds for the applicable New Securities (the "2022
Invitation to Exchange", and together with the Aggregated CAC Existing Bonds
Invitation to Exchange and the Non-Aggregated CAC Existing Bonds Invitation to
Exchange, the "Invitations to Exchange").

The Consent Solicitations and Invitations to Exchange are hereafter
collectively referred to as the "Invitation". The invitation memorandum in
respect of the Invitation dated November 25, 2024 is hereafter referred to as
the "Invitation Memorandum".

As at the Expiration Deadline of 5:00 p.m. (Eastern Standard Time) on December
12, 2024, the indicative results of the Invitation are as follows:

 Description                                           ISIN/CUSIP                             Principal Amount Outstanding((1))  Instructions received as a % of the Principal Amount Outstanding
 Aggregated CAC Existing Bonds
 U.S.$1,250,000,000 5.750% Bonds due April 18, 2023    Rule 144A: US85227SAV88 / 85227SAV8    U.S.$1,250,000,000                 98%

                                                       Reg S: USY8137FAK40 / Y8137FAK4
 U.S.$1,000,000,000 6.850% Bonds due March 14, 2024    Rule 144A: US85227SAY28 / 85227SAY2    U.S.$1,000,000,000                 97%

                                                       Reg S: USY8137FAN88 / Y8137FAN8
 U.S.$500,000,000 6.350% Bonds due June 28, 2024       Rule 144A: US85227SBA33 / 85227SBA3    U.S.$500,000,000                   99%

                                                       Reg S: USY8137FAQ10 / Y8137FAQ1
 U.S.$1,500,000,000 6.200% Bonds due May 11, 2027      Rule 144A: US85227SAT33 / 85227SAT3    U.S.$1,500,000,000                 96%

                                                       Reg S: USY8137FAH11 / Y8137FAH1
 U.S.$1,250,000,000 6.75% Bonds due April 18, 2028     Rule 144A: US85227SAW61 / 85227SAW6    U.S.$1,250,000,000                 98%

                                                       Reg S: USY8137FAL23 / Y8137FAL2
 U.S.$1,400,000,000 7.850% Bonds due March 14, 2029    Rule 144A: US85227SAZ92 / 85227SAZ9    U.S.$1,400,000,000                 98%

                                                       Reg S: USY8137FAP37 / Y8137FAP3
 U.S.$1,500,000,000 7.550% Bonds due March 28, 2030    Rule 144A: US85227SBB16 / 85227SBB1    U.S.$1,500,000,000                 99%

                                                       Reg S: USY8137FAR92 / Y8137FAR9
 Non-Aggregated CAC Existing Bonds
 U.S.$650,000,000 6.125% Bonds due June 3, 2025        Rule 144A: US85227SAN62 / 85227SAN6    U.S.$650,000,000                   96%

                                                       Reg S: USY8137FAC24 / Y8137FAC2
 U.S.$1,500,000,000 6.850% Bonds due November 3, 2025  Rule 144A: US85227SAQ93 / 85227SAQ9    U.S.$1,500,000,000                 98%

                                                       Reg S: USY8137FAE89 / Y8137FAE8
 U.S.$1,000,000,000 6.825% Bonds due July 18, 2026     Rule 144A: US85227SAR76 / 85227SAR7    U.S.$1,000,000,000                 99%

                                                       Reg S: USY8137FAF54 / Y8137FAF5
 2022 Bonds
 U.S.$1,000,000,000 5.875% Bonds due July 25, 2022     Rule 144A: US85227SAK24 / 85227SAK2    U.S.$1,000,000,000                 73%

                                                       Reg S: USY2029SAH77 / Y2029SAH7

____________

((1))    As of the date of the Invitation Memorandum. The term
"Outstanding" for each Series of Existing Bonds has the meaning ascribed to it
in the applicable Existing Indenture.

On this basis, indicative results as at the Expiration Deadline represented,
in aggregate, Instructions from Holders representing 96% of the principal
amount Outstanding of the Existing Bonds.

The Republic expects to announce the final results of the Invitation
(including whether the Settlement Conditions have been satisfied or waived) to
Holders on December 16, 2024.

Terms used in this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.

This announcement is made by Sri Lanka and constitutes a public disclosure of
inside information under Regulation (EU) 596/2014 as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018.

Any questions regarding the terms of the Invitation may be directed to the
Dealer Manager and questions regarding settlement should be directed to the
Information, Tabulation and Exchange Agent. The contact details for each are
specified below:

 

 Dealer Manager

 Citigroup Global Markets Inc

 388 Greenwich Street

 New York, New York 10013

 United States

 Telephone: +1 212 723 6106 (in New York)

 +91 22 6175 9707 (in Asia)

 Email: gosl.invitation@citi.com (mailto:gosl.invitation@citi.com)

 

 

 Information, Tabulation and Exchange Agent

 Sodali & Co

 In London:                                                       In Stamford:                                        In Hong Kong:
 The Leadenhall Building, 122 Leadenhall Street London, EC3V 4AB  333 Ludlow Street, 5th Floor South Tower, CT 06902  29/F, No. 28 Stanley Street Central, Hong Kong

 United Kingdom                                                   United States of America

 Telephone: +44 20 4513 6933                                      Telephone: +1 203 658 9457                          Telephone: +852 2319 4130
 Email: srilanka@investor.sodali.com
 Invitation Website: https://projects.sodali.com/srilanka
 (https://projects.sodali.com/srilanka)

Disclaimer

This announcement must be read in conjunction with the Invitation Memorandum
and the launch announcement dated November 25, 2024. No offer or invitation to
acquire or sell any securities is being made pursuant to this announcement.
The Dealer Manager does not take responsibility for the contents of this
announcement.

Neither the Invitations nor the New Securities or the Exchange Fee Bonds have
been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any other
jurisdiction.  Unless they are registered under the Securities Act, the New
Securities and the Exchange Fee Bonds may be offered only in transactions that
are exempt from registration under the Securities Act. Accordingly, the
Invitations to Exchange were directed only to Holders of Existing Bonds that
are: (i) "qualified institutional buyers" as defined in Rule 144A under the
Securities Act ("QIBs"),  or (ii) non-U.S. persons outside the United States
who (y) if located within a member state of the EEA or the UK, is a "qualified
investor" as defined in Regulation (EU) No 2017/1129, as amended or Regulation
(EU) No 2017/1129 as it forms part of domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018, respectively, or a duly designated proxy
thereof, and (z) if outside the EEA and the UK, eligible to receive the
Invitation under the laws of its jurisdiction an in reliance on Regulation S
under the Securities Act (each, an "Eligible Holder"). Any Holder who does not
certify its status as an Eligible Holder will not be entitled to participate
in the Invitations to Exchange (such Holders may however participate in the
Consent Solicitations and are eligible to receive the relevant redemption
consideration of the Exchange Fee Bonds following its maturity).

European Economic Area

The New Securities and the Exchange Fee Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these
purposes, a "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the EU Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Securities or the Exchange Fee Bonds or
otherwise making them available to retail investors in a Member State has been
prepared and therefore offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to any retail investor in a
Member State may be unlawful under the PRIIPs Regulation.

United Kingdom

This announcement is for distribution only to persons who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) in connection with the issue or sale of any New Securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This announcement
is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which the Invitation Memorandum relates is permitted only by Relevant Persons
and will be engaged in only with Relevant Persons.

The New Securities and the Exchange Fee Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes,
a "retail investor" means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of the UK Prospectus Regulation;
(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of the UK Prospectus Regulation; or (iii) not a qualified
investor as defined in the UK Prospectus Regulation. Consequently no key
information document required by document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the New Securities or the
Exchange Fee Bonds or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.

Italy

None of the Invitation Memorandum or any other document or materials relating
to the Invitations (including this announcement) have been or will be
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 the Republic of Italy ("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 "Financial Services Act")
and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Holders of the Existing Bonds that are located in
Italy can tender Existing Bonds for exchange pursuant to the Invitations
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the 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, Bank
of Italy 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
Existing Bonds or the Invitation.

 

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