REG - Sri Lanka (Republic) - Announcement of Invitation
26/11/2024 08:15
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RNS Number : 6596N Sri Lanka (G.D.S. Republic of) 26 November 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, November 25, 2024
THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA
LAUNCH OF A CONSENT SOLICITATION AND INVITATION TO EXCHANGE (THE "INVITATION")
IN RESPECT OF THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA'S EXISTING BONDS
The Government of the Democratic Socialist Republic of Sri Lanka (the
"Republic"), is pleased to announce the launch of:
(i) a solicitation of consents from (i) from Holders of
the Republic's outstanding Aggregated CAC Existing Bonds (as set out in Table
I) 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 (each as defined below) (the
"Aggregated CAC Consent Solicitation"); and (ii) from Holders of the
Republic's Non-Aggregated CAC Existing Bonds (as set out in Table I) 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 set out in Tables II and III below and 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 (as set
out in Table I) 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".
In addition, Holders may also be eligible to receive an exchange fee in the
form of an Exchange Fee Bond in relation to the Invitations (see "Exchange
Fee" below).
The Invitations are made on the terms and subject to the conditions set forth
in the Invitation Memorandum dated November 25, 2024 (the "Invitation
Memorandum"), which is available to Holders by accessing the Invitation
Website: https://projects.sodali.com/srilanka
(https://projects.sodali.com/srilanka) subject to eligibility confirmation and
registration, or by contacting Sodali & Co (the "Information, Tabulation
and Exchange Agent"), the contact details for which are set out at the end of
this announcement.
Terms used in this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.
Table I
Existing Bonds
Description ISIN/CUSIP Principal Amount Outstanding((1))
Aggregated CAC Existing Bonds
U.S.$1,250,000,000 5.750% Bonds due April 18, 2023 (the "2023 Bonds") Rule 144A: US85227SAV88 / 85227SAV8 U.S.$1,250,000,000
Reg S: USY8137FAK40 / Y8137FAK4
U.S.$1,000,000,000 6.850% Bonds due March 14, 2024 (the "March 2024 Bonds") Rule 144A: US85227SAY28 / 85227SAY2 U.S.$1,000,000,000
Reg S: USY8137FAN88 / Y8137FAN8
U.S.$500,000,000 6.350% Bonds due June 28, 2024 (the "June 2024 Bonds") Rule 144A: US85227SBA33 / 85227SBA3 U.S.$500,000,000
Reg S: USY8137FAQ10 / Y8137FAQ1
U.S.$1,500,000,000 6.200% Bonds due May 11, 2027 (the "2027 Bonds") Rule 144A: US85227SAT33 / 85227SAT3 U.S.$1,500,000,000
Reg S: USY8137FAH11 / Y8137FAH1
U.S.$1,250,000,000 6.75% Bonds due April 18, 2028 (the "2028 Bonds") Rule 144A: US85227SAW61 / 85227SAW6 U.S.$1,250,000,000
Reg S: USY8137FAL23 / Y8137FAL2
U.S.$1,400,000,000 7.850% Bonds due March 14, 2029 (the "2029 Bonds") Rule 144A: US85227SAZ92 / 85227SAZ9 U.S.$1,400,000,000
Reg S: USY8137FAP37 / Y8137FAP3
U.S.$1,500,000,000 7.550% Bonds due March 28, 2030 (the "2030 Bonds") Rule 144A: US85227SBB16 / 85227SBB1 U.S.$1,500,000,000
Reg S: USY8137FAR92 / Y8137FAR9
Non-Aggregated CAC Existing Bonds
U.S.$650,000,000 6.125% Bonds due June 3, 2025 (the "June 2025 Bonds") Rule 144A: US85227SAN62 / 85227SAN6 U.S.$650,000,000
Reg S: USY8137FAC24 / Y8137FAC2
U.S.$1,500,000,000 6.850% Bonds due November 3, 2025 (the "November 2025 Rule 144A: US85227SAQ93 / 85227SAQ9 U.S.$1,500,000,000
Bonds")
Reg S: USY8137FAE89 / Y8137FAE8
U.S.$1,000,000,000 6.825% Bonds due July 18, 2026 (the "2026 Bonds") Rule 144A: US85227SAR76 / 85227SAR7 U.S.$1,000,000,000
Reg S: USY8137FAF54 / Y8137FAF5
2022 Bonds
U.S.$1,000,000,000 5.875% Bonds due July 25, 2022 (the "2022 Bonds") Rule 144A: US85227SAK24 / 85227SAK2 U.S.$1,000,000,000
Reg S: USY2029SAH77 / Y2029SAH7
____________
((1)) As of the date of the Invitation Memorandum. The term
"Outstanding" for each Series of Existing Bonds has the meaning ascribed to it
in the applicable Existing Indenture.
each a "Series" and together the "Existing Bonds".
Exchange Consideration
Subject to the satisfaction (or waiver) of the Settlement Conditions
(including the Minimum Participation Condition) of the Invitation, the
following tables set forth the consideration that shall be offered in exchange
for Existing Bonds validly tendered pursuant to each Invitation. Eligible
Holders of Existing Bonds may elect the "Global Bonds Option" or the "Local
Bonds Option" each as defined in the tables below.
Table II
Global Bonds Option
Global Bonds Option - Exchange Consideration (U.S.$)((2)(3)(4))
Existing Bond ISIN Principal Amount Outstanding((1)) 2030 Macro 2033 Macro 2036 Macro 2038 Macro Governance PDI Bonds Total
Linked Bonds
Linked Bonds
Linked Bonds
Linked Bonds
Linked Bonds((5))
Consideration
Aggregated CAC Existing Bonds
2023 Bonds US85227SAV88 / USY8137FAK40 $1,250,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $126.66 $856.38
March 2024 Bonds US85227SAY28 / USY8137FAN88 $1,000,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $123.11 $852.83
June 2024 Bonds US85227SBA33 / USY8137FAQ10 $500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $127.53 $857.25
2027 Bonds US85227SAT33 / USY8137FAH11 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $132.61 $862.33
2028 Bonds US85227SAW61 / USY8137FAL23 $1,250,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $148.69 $878.41
2029 Bonds US85227SAZ92 / USY8137FAP37 $1,400,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $141.08 $870.80
2030 Bonds US85227SBB16 / USY8137FAR92 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $132.75 $862.47
2022 Bonds and Non-Aggregated CAC Existing Bonds
2022 Bonds US85227SAK24 / USY2029SAH77 $1,000,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $113.58 $843.30
June 2025 Bonds US85227SAN62 / USY8137FAC24 $650,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $127.26 $856.98
November 2025 Bonds US85227SAQ93 / USY8137FAE89 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $148.04 $877.76
2026 Bonds US85227SAR76 / USY8137FAF54 $1,000,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $133.28 $863.00
____________
((1)) As of the date of this announcement. The term "Outstanding" for
each Series of Existing Bonds has the meaning ascribed to it in the applicable
Existing Indenture.
((2)) Principal amount of New Securities per U.S.$1,000 principal amount
of Existing Bonds. The aggregate nominal amount of New Securities to be
received pursuant to each Instruction will be rounded down to the nearest
U.S.$1. For the avoidance of doubt, no cash will be paid for fractional
entitlements.
((3)) Eligible Holders whose Instructions with regards to a Series of
Existing Bonds are validly delivered at or prior to the Expiration Deadline
and accepted by the Republic will, subject to the Settlement Conditions
(including the Minimum Participation Condition, as defined below), be eligible
to receive an exchange fee in the form of an Exchange Fee Bond on the
Settlement Date (see "Exchange Fee " below).
((4)) Eligible Holders will also receive the applicable Accrued
Consideration (see "Accrued Consideration" below).
((5)) The rate of interest on the Governance-Linked Bonds will be
reduced by a step-down margin of 75 basis points following the KPI Measurement
Date in the event that certain KPIs and other conditions are met (see "Terms
and Conditions of the Governance-Linked Bonds" in the Invitation Memorandum).
Table III
Local Bonds Option((6)(7))
Local Bonds Option- Exchange Consideration (U.S.$)((2)(3)(4))
Existing Bond ISIN Principal Amount Outstanding((1)) USD Step-Up Bonds Local LKR Bonds((5)) PDI Bonds Total
Consideration
Aggregated CAC Existing Bonds
2023 Bonds US85227SAV88 / USY8137FAK40 $1,250,000,000 $630.00 $300.00 $126.66 $1,056.66
March 2024 Bonds US85227SAY28 / USY8137FAN88 $1,000,000,000 $630.00 $300.00 $123.11 $1,053.11
June 2024 Bonds US85227SBA33 / USY8137FAQ10 $500,000,000 $630.00 $300.00 $127.53 $1,057.53
2027 Bonds US85227SAT33 / USY8137FAH11 $1,500,000,000 $630.00 $300.00 $132.61 $1,062.61
2028 Bonds US85227SAW61 / USY8137FAL23 $1,250,000,000 $630.00 $300.00 $148.69 $1,078.69
2029 Bonds US85227SAZ92 / USY8137FAP37 $1,400,000,000 $630.00 $300.00 $141.08 $1,071.08
2030 Bonds US85227SBB16 / USY8137FAR92 $1,500,000,000 $630.00 $300.00 $132.75 $1,062.75
2022 Bonds and Non-Aggregated CAC Existing Bonds
2022 Bonds US85227SAK24 / USY2029SAH77 $1,000,000,000 $630.00 $300.00 $113.58 $1,043.58
June 2025 Bonds US85227SAN62 / USY8137FAC24 $650,000,000 $630.00 $300.00 $127.26 $1,057.26
November 2025 Bonds US85227SAQ93 / USY8137FAE89 $1,500,000,000 $630.00 $300.00 $148.04 $1,078.04
2026 Bonds US85227SAR76 / USY8137FAF54 $1,000,000,000 $630.00 $300.00 $133.28 $1,063.28
____________
((1)) As of the date of this announcement. The term "Outstanding" for
each Series of Existing Bonds has the meaning ascribed to it in the applicable
Existing Indenture.
((2)) Principal amount of New Securities per U.S.$1,000 principal amount
of Existing Bonds. The aggregate nominal amount of New Securities to be
received pursuant to each Instruction will be rounded down to the nearest
U.S.$1. For the avoidance of doubt, no cash will be paid for fractional
entitlements.
((3)) Eligible Holders whose Instructions with regards to a Series of
Existing Bonds are validly delivered at or prior to the Expiration Deadline
and accepted by the Republic will, subject to the Settlement Conditions
(including the Minimum Participation Condition), be eligible to receive an
exchange fee in the form of an Exchange Fee Bond on the Settlement Date (see
"Exchange Fee " below).
((4)) Eligible Holders will also receive the applicable Accrued
Consideration (see "Accrued Consideration" below).
((5)) The aggregate U.S.$ dollar-equivalent principal amount of the
eight (8) series of Local LKR Bonds specified will be to be issued in LKR (as
determined on the FX Determination Date) to Eligible Holders who elect the
Local Bonds Option. The total principal amount of Local LKR Bonds will be
divided equally among each of the eight series (see "Summary of the Local LKR
Bonds" in the Invitation Memorandum).
((6)) Subject to the terms and conditions of the offers as described in
the Invitation Memorandum, the Republic intends to accept Tender Orders for
the Local Bonds Option up to the Local Bonds Option Cap (as described in the
Invitation Memorandum).
((7)) Local Eligible Holders who wishes to elect the Local Bonds Option
should select the relevant "Local Holder" corporate action election quoting
their corresponding Unique Identifier Code in their ATOP or their Electronic
Tender Instruction. Eligible Holders who are not Local Eligible Holders who
wish to elect the Local Bonds Option should select the relevant "International
Holder" corporate action election quoting their corresponding Unique
Identifier Code in their ATOP or their Electronic Tender Instruction.
The Macro-Linked Bonds, Governance-Linked Bonds, USD Step-Up Bonds and PDI
Bonds are collectively referred to as the "New Eurobonds".
The Local LKR Bonds will be issued in LankaSettle only. As a result, Eligible
Holders electing the Local Bonds Option must (before the Expiration Deadline)
obtain a Unique Identifier Code by contacting Citigroup via email at
gosl.invitation@citi.com and should include the Unique Identifier Code in
their ATOP or Electronic Tender Instruction and provide Local Settlement
Details to the Local Holding Period Custodian. Eligible Holders who are not
Local Eligible Holders should not elect the Local Bonds Option unless they are
able to receive entitlements of Local LKR Bonds in LankaSettle at settlement.
The Local Bonds Option is subject to the terms and conditions described in the
Invitation Memorandum, including, among others, the Acceptance Priority
Procedures (as defined in the Invitation Memorandum) and the aggregate nominal
amount of USD Step-Up Bonds and Local LKR Bonds issued pursuant to the Local
Bonds Option is limited to U.S.$2,917,875,000.00 (the "Local Bonds Option
Cap"). The Republic intends to accept for exchange all Existing Bonds for
which Tender Orders have been submitted by Local Eligible Holders prior to
Tender Orders that have been submitted by Holders who are not Local Eligible
Holders.
Exchange Fee
Holders whose Instructions with regards to a Series of Existing Bonds are
validly delivered at or prior to the Expiration Deadline and accepted by the
Republic will, subject to the Settlement Conditions (including the Minimum
Participation Condition as defined below), be eligible to receive an exchange
fee in the form of a zero-coupon bond (the "Exchange Fee Bond") on the
Settlement Date as follows:
Existing Bond Exchange Fee Bond((1))
Aggregated CAC Existing Bonds
2023 Bonds U.S.$15.27
March 2024 Bonds U.S.$15.27
June 2024 Bonds U.S.$15.27
2027 Bonds U.S.$15.27
2028 Bonds U.S.$15.27
2029 Bonds U.S.$15.27
2030 Bonds U.S.$15.27
2022 Bonds and Non-Aggregated CAC Existing Bonds
2022 Bonds U.S.$23.30
June 2025 Bonds U.S.$23.30
November 2025 Bonds U.S.$23.30
2026 Bonds U.S.$23.30
____________
((1)) Principal amount of Exchange Fee Bonds per U.S.$1,000 principal
amount of Existing Bonds, rounding to the nearest cent (half a cent being
rounded upwards).
The Exchange Fee Bonds do not accrue interest and mature on the Exchange Fee
Bond Maturity Date (December 27, 2024, or as soon as practicable thereafter).
Accrued Consideration
On the Accrued Consideration Settlement Date, the Republic will make the
following payments of Accrued Consideration to the holders of the relevant New
Securities (as further detailed in the Invitation Memorandum):
· with regards to the 2030 Macro-Linked Bonds, in an amount equal
to U.S.$9.04 per U.S.$1,000 of nominal amount of 2030 Macro-Linked Bonds;
· with regards to the 2033 Macro-Linked Bonds, in an amount equal
to U.S.$15.35 per U.S.$1,000 of nominal amount of 2033 Macro-Linked Bonds;
· with regards to the 2036 Macro-Linked Bonds, in an amount equal
to U.S.$22.50 per U.S.$1,000 of nominal amount of 2036 Macro-Linked Bonds;
· with regards to the 2038 Macro-Linked Bonds, in an amount equal
to U.S.$13.50 per U.S.$1,000 of nominal amount of 2038 Macro-Linked Bonds;
· with regards to the Governance-Linked Bonds, in an amount equal
to U.S.$25.50 per U.S.$1,000 of nominal amount of Governance-Linked Bonds;
· with regards to the USD Step-Up Bonds, in an amount equal to
U.S.$7.08 per U.S.$1,000 of nominal amount of USD Step-Up Bonds; and
· with regards to the PDI Bonds, in an amount equal to U.S.$21.67
per U.S.$1,000 of nominal amount of PDI Bond plus an amount equal to First PDI
Amortization Amount provided that the Republic shall deduct an amount equal to
the Committees' Expenses Shortfall from the First PDI Amortization Amount. The
amount of the payment that Holders will receive on the Accrued Consideration
Settlement Date in respect of the First PDI Amortization Amount shall be
reduced pro rata accordingly and no additional payment shall be made to the
Holders to compensate them for such Committees' Expenses Shortfall deduction.
Requisite Consents
If the Requisite Consents in relation to each of the Aggregated CAC Existing
Bonds and Non-Aggregated CAC Existing Bonds (in each case as described in the
Invitation Memorandum) have been obtained and the remaining Settlement
Conditions (as described below) have been satisfied (or waived, as the case
may be), then the mandatory exchange of Existing Bonds contemplated by the
Aggregated CAC Consent Solicitation and/or the Non-Aggregated CAC Consent
Solicitation will be binding on all Holders of each Series in respect thereof,
whether or not they participated in such Consent Solicitations, and each of
them shall be bound to give effect to it accordingly.
Settlement Conditions
The implementation of the Proposed Modifications
and the settlement of the Invitation to Exchange, are conditional upon
satisfaction (as determined by the Republic in accordance with the terms of
the Consent Solicitations and Exchanges and acting reasonably) of certain
settlement conditions (the "Settlement Conditions"), including:
(i) the Requisite Consents being received in respect of the Aggregated
CAC Consent Solicitation and/or the Non-Aggregated CAC Consent Solicitation in
respect of all relevant Series of Existing Bonds;
(ii) the Republic receiving Consent Instructions and Tender Orders
that will result in at least 90% of the aggregate principal amount Outstanding
of Existing Bonds being modified pursuant to the Proposed Modifications or
otherwise exchanged for New Securities on the terms described in the
Invitation Memorandum (the "Minimum Participation Condition"). If the Republic
receives valid Consent Instructions and Tender Orders that will result in at
least 80% of the aggregate principal amount Outstanding of Existing Bonds
being modified pursuant to the Proposed Modifications or otherwise exchanged
for New Securities on the terms described in the Invitation Memorandum, the
Republic reserves the right to waive the Minimum Participation Condition. If
the Republic does not receive valid Consent Instructions and Tender Orders
that will result in at least 80% of the aggregate principal amount Outstanding
of Existing Bonds being modified pursuant to the Proposed Modifications or
otherwise exchanged for New Securities on the terms described in the
Invitation Memorandum, the Minimum Participation Condition cannot be waived by
the Republic;
(iii) payment by the Republic on the Settlement Date of the
Committees' Expenses Payment; and
(iv) the other conditions more fully described in the
Invitation Memorandum.
The Republic may, in its sole and absolute discretion, acting reasonably,
waive certain of the Settlement Conditions as further described in the
Invitation Memorandum.
Upon satisfaction of the Settlement Conditions the Republic shall give notice
to the Holders.
If the Settlement Conditions have been satisfied (or waived, as the case may
be), then if the Republic accepts Instructions with respect to any Series of
Existing Bonds, it will accept all valid Instructions for all Series of
Existing Bonds, including all valid Instructions in respect of Series of
Existing Bonds where the Requisite Consents have not been obtained.
Expected Timetable of Events
All references are to Eastern Standard Time (ET) unless otherwise noted.
Action Date and Time
Commencement of the Invitation November 25, 2024
FX Determination Time 5:00 p.m. (India Standard Time) (or the close of business) on the Business Day
prior to the Expiration Deadline
Expiration Deadline December 12, 2024 at 5:00 p.m.
Results Announcement Date December 16, 2024, or as soon as practicable thereafter
Effective Date and Settlement Date December 20, 2024, or as soon as practicable thereafter, but not later than
the Settlement Deadline
Accrued Consideration Settlement Date December 24, 2024, or as soon as practicable thereafter
Exchange Fee Bond Maturity Date December 27, 2024 (but not less than 7 calendar days after the Settlement
Date), or as soon as practicable thereafter
Settlement Deadline December 31, 2024; provided that the Republic shall have the right to extend
the Settlement Deadline to January 15, 2025.
International Holding Period First Deadline Date The first Business Day following 20 calendar days after the Settlement Date at
5:00 p.m.
Holding Period Distribution Date On or around the fifth Business Day following the International Holding Period
First Deadline Date
International Holding Period Termination Date The first Business Day following 60 calendar days after the Settlement Date at
5:00 p.m.
Local Holding Period Termination Date The first Business Day following six months after the Settlement Date at 5:00
p.m. (India Standard Time)
Holding Period Distribution Date (i) in respect of distributions of Exchange Consideration, on or around the
fifth Business Day following the International Holding Period Termination Date
and (ii) in respect of distributions of Substitute Consideration, on or around
the fifth Business Day following the completion of all relevant Sales.
The above times and dates are subject to the right of the Republic to
terminate, withdraw or amend the Invitation or modify the deadlines and/or the
Settlement Date (subject to applicable law as provided in the Invitation
Memorandum) with respect to the Existing Bonds; provided that any delay in
settling the Invitation that extends beyond the Settlement Deadline will
result in the Republic's termination of the Invitation and provided further
that if the Republic terminates the Invitation with respect to any Series of
Existing Bonds it will terminate the Invitation with respect to all Series of
Existing Bonds.
Procedures for Participating
The New Eurobonds and the Exchange Fee Bonds will be cleared in Euroclear and
Clearstream, Luxembourg only. As a result, Eligible Holders not holding
Existing Bonds via Euroclear or Clearstream, Luxembourg must additionally
provide Settlement Account Details in order to receive Exchange Consideration
on the Settlement Date, as further described below.
If beneficial owners hold their Existing Bonds through DTC, beneficial owners
must arrange for a DTC Direct Participant to deliver their Instructions
through ATOP and follow the procedure for book-entry transfer set forth below,
as applicable. DTC has confirmed that each Invitation is eligible for ATOP.
Accordingly, a DTC participant must electronically transmit its submission of
Instructions in accordance with DTC's ATOP procedures for the relevant
Invitation. DTC will then send an Agent's Message to the Information,
Tabulation and Exchange Agent. If a Holder holds its Existing Bonds through a
custodian, a Holder may not deliver its Instructions directly. Holders should
contact that custodian to deliver their Instruction on their behalf.
Holders who intend to exchange their Existing Bonds should allow sufficient
time for completion of the ATOP procedures during the normal business hours of
DTC and prior to the Expiration Deadline.
If beneficial owners hold their Existing Bonds through Euroclear or
Clearstream, Luxembourg, such beneficial owners must submit their
Instructions, which includes Blocking Instructions, to Euroclear or
Clearstream, Luxembourg in accordance with the procedures and deadlines
specified by Euroclear or Clearstream at or prior to the Expiration Deadline
(each such submission, an "Electronic Tender Instruction"). If beneficial
owners hold their Existing Bonds through a financial institution or other
intermediary, such beneficial owners must instruct that financial institution
to submit their Instructions on its behalf to Euroclear or Clearstream,
Luxembourg.
A separate Instruction must be submitted in respect of each beneficial owner
of Existing Bonds wishing to participate in the relevant Invitation.
Instructions may not be revoked or withdrawn at any time, except under certain
limited circumstances as described in the Revocation of Instructions in the
Invitation Memorandum.
Accordingly, Eligible Holders wishing to participate in the Invitation
(excluding those submitting an Electronic Tender Instruction through Euroclear
or Clearstream, Luxembourg) must instruct their Direct DTC Participant to
provide the applicable Euroclear or Clearstream Settlement Account Details
using the template spreadsheet "SL1" which will be available to download from
the Invitation Website (https://projects.sodali.com/srilanka
(https://projects.sodali.com/srilanka) ) to the Information, Tabulation and
Exchange Agent via email (as specified in the Invitation Memorandum) before
the Expiration Deadline, in order to facilitate the distribution of the
relevant Exchange Consideration.
The Local LKR Bonds will be cleared in LankaSettle only. As a result, Eligible
Holders electing the Local Bonds Option must obtain a Unique Identifier Code
by contacting Citigroup via email at gosl.invitation@citi.com and provide
Local Settlement Details via a spreadsheet "SL3" which will be available to
download from the Invitation Website (https://projects.sodali.com/srilanka
(https://projects.sodali.com/srilanka) ) to the Local Holding Period Custodian
via email at edr.tbond@cbsl.lk before the Expiration Deadline. Eligible
Holders who are not Local Eligible Holders should not elect the Local Bonds
Option unless they are able to receive entitlements of Local LKR Bonds in
LankaSettle at settlement. Eligible Holders should refer to the procedures as
detailed in "Procedures for Participating in the Local Bonds Option" in the
Invitation Memorandum.
Consequences for Failing to Participate in the Invitation by the Expiration
Deadline
In the event the relevant Requisite Consents are received and the Settlement
Conditions are satisfied or waived, Eligible Holders of Existing Bonds other
than the 2022 Bonds who fail to submit or arrange to have submitted on their
behalf Instructions and/or Settlement Account Details (if required) by or
before the Expiration Deadline will be allocated to the Global Bonds Option
and may still be entitled to receive the applicable Exchange Consideration
(including, where such Eligible Holder submitted an Instruction at or prior to
the Expiration Deadline which is not validly revoked, the applicable Exchange
Fee Bond entitlement) on the first Holding Period Distribution Date or
following the International Holding Period Termination Date. Any Eligible
Holder of Existing Bonds other than the 2022 Bonds that fails to submit, or
arrange to have submitted on its behalf, a valid Instruction and/or Settlement
Account Details (if required) at or prior to the Expiration Deadline but which
submits a valid International Holding Period Instruction and, if required,
Settlement Account Details, at or prior to the International Holding Period
First Deadline Date or the International Holding Period Termination Date
certifying its status as an Eligible Holder will receive the applicable
Exchange Consideration to which such Holder is entitled on the relevant
Holding Period Distribution Date. Any Holder of Existing Bonds other than the
2022 Bonds that fails to submit, or arrange to have submitted on its behalf, a
valid Instruction and Settlement Account Details (if required) at or prior to
the Expiration Deadline or a valid International Holding Period Instruction
and Settlement Account Details (if required) at or prior to the International
Holding Period Termination Date (as the case may be) will receive the
Substitute Consideration pursuant to the Cash Proceeds Arrangement on the
Holding Period Distribution Date following the International Holding Period
Termination Date. Additionally, Holders of Existing Bonds other than the 2022
Bonds that specify that they are Ineligible Holders in their Instructions
validly submitted at or prior to the Expiration Deadline will receive the
Substitute Consideration (including, where such Instruction is validly
submitted at or prior to the Expiration Deadline and not validly revoked, in
respect of the applicable Exchange Fee Bond entitlement) pursuant to the Cash
Proceeds Arrangement on the Holding Period Distribution Date following the
International Holding Period Termination Date.
Holders of Existing Bonds are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Bonds when such
intermediary would need to receive instructions from a Holder in order for
that Holder to be able to participate in the Invitation before the deadlines
set out above. The deadlines set by any such intermediary and the Clearing
Systems for the submission of Instructions may be earlier than the relevant
deadlines above.
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.
This notice only includes certain terms of the Invitation and a complete
description of the terms and conditions of the Invitation is set out in the
Invitation Memorandum. Holders must refer to the Invitation Memorandum for
further details on the Invitation and for details regarding how to
participate.
Any questions regarding the terms of the Invitation may be directed to the
Dealer Manager and questions regarding the procedures for participating in the
Invitations (including questions in relation to settlement) and the submission
of Instructions 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.
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 are being 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 and the Invitation Memorandum are 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 and the Invitation Memorandum 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 Invitations.
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 (mailto:rns@lseg.com)
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. END MSCGSBDBRXDDGSLRecent news on GDS Holdings
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