REG - Serbia (Republic of) - Tender Offer

Global Capital MarketsAnnouncement

Tue 09:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260428:nRSb1911Ca&default-theme=true

RNS Number : 1911C  Serbia (Republic of)  28 April 2026

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

LEI NUMBER: 254900W94OCY91V32O78

28 April 2026

THE REPUBLIC OF SERBIA ANNOUNCES AN INVITATION FOR OFFERS TO TENDER ITS
€2,000,000,000 3.125 PER CENT. NOTES DUE 2027

The Republic of Serbia (the "Republic") (represented by the Government of the
Republic of Serbia, acting by and through the Ministry of Finance) today
announces its invitation to eligible holders (subject to the invitation and
distribution restrictions referred to below) of its outstanding
€2,000,000,000 3.125 per cent. Notes due 2027 (the "Notes") to tender their
Notes for purchase by the Republic for cash up to the Maximum Acceptance
Amount (as defined below), subject to the satisfaction or waiver of the New
Financing Condition (as defined below) and the other conditions described in
the Tender Offer Memorandum (as defined below) (the "Invitation").

The Invitation is made on the terms and subject to the conditions set out in
the Tender Offer Memorandum dated 28 April 2026 (the "Tender Offer
Memorandum") including the invitation and distribution restrictions set out
therein.

Copies of the Tender Offer Memorandum are available from the Tender and
Information Agent as set out below. Capitalised terms used but not otherwise
defined in this announcement shall have the meanings given to them in the
Tender Offer Memorandum.

 Description of Notes                                                    ISIN                                          Outstanding Nominal Amount(1)  Maturity Date  Purchase Price(2)                                                           Maximum Acceptance Amount(3)
 €2,000,000,000 3.125 per cent. Notes due 2027 issued by the Republic    Reg S: XS2170186923; Rule 144A: XS2170187145  €2,000,000,000                 15 May 2027    €1,000 per €1,000 in nominal amount of the Notes accepted for purchase      Subject as set out in the Tender Offer Memorandum and as described herein,
                                                                                                                                                                                                                                                 €1,000,000,000 in aggregate nominal amount of the Notes

_____________________

 

(1)          As at 28 April 2026.

(2          )Accrued Interest (as defined herein) shall be paid in
addition to the Purchase Price.

3          Subject to applicable law, the Republic expressly reserves the
right in its sole and absolute discretion to increase or decrease the Maximum
Acceptance Amount.

 

Rationale for the Invitation

The Republic is making the Invitation (subject to the New Financing Condition)
in order to manage the upcoming redemption of the Notes and its overall debt
maturity profile. The Republic intends to finance the payments of the Purchase
Price and Accrued Interest in relation to the Notes validly tendered and
accepted for purchase with the proceeds of the New Notes (as defined below) as
well as funds from the Republic's budget. All Notes purchased by the Republic
pursuant to the Invitation will be cancelled and will not be re-issued or
re-sold.

New Financing Condition

The Republic announced on 28 April 2026 its intention to issue new
euro-denominated and U.S. dollar-denominated notes under its global medium
term note programme (the "GMTN Programme"), subject to market conditions (any
such notes, the "New Notes" and such issuance, the "New Notes Offering").
Whether the Republic will accept and settle the purchase of Notes validly
tendered in the Invitation is subject (unless such condition is waived by the
Republic in its sole and absolute discretion), without limitation, to the
successful completion of the issue of the New Notes (as determined by the
Republic in its sole and absolute discretion) on terms satisfactory to the
Republic (in its sole and absolute discretion), in order to enable it to
finance, in whole or in part, the Purchase Price of the Notes validly tendered
in the Invitation (the "New Financing Condition"). Even if the New Financing
Condition is satisfied, the Republic is not under any obligation to accept for
purchase any Notes tendered pursuant to the Invitation.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any New Notes in the
United States. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration requirements
of, the Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.

Any investment decision to purchase any New Notes should be made solely based
on information contained in the base offering memorandum in relation to the
Republic's GMTN Programme dated 27 April 2026 (the "Base Offering Memorandum")
by the Republic together with the final terms to be prepared by the Republic
in connection with the New Notes Offering (the "Final Terms"). Subject to
compliance with all applicable securities laws and regulations, the Base
Offering Memorandum is, and the Final Terms will be, available from the Dealer
Managers (in their capacity as joint lead managers (each a "Joint Lead
Manager") for the New Notes Offering) on request subject to the offering and
sale restrictions applicable thereto.

The manufacturer target market (MiFID II / UK MiFIR Product Governance) for
the New Notes is eligible counterparties and professional clients only (all
distribution channels). No EEA PRIIPs key information document (KID) has been
prepared as not available to retail in EEA (each, as defined in the defined in
the Base Offering Memorandum).

Priority in allocation of any New Notes

The Republic intends, in connection with allocations of the New Notes, to
consider among other factors whether or not the relevant investor seeking an
allocation of the New Notes has validly tendered or indicated a firm intention
to tender Notes pursuant to the Invitation, and, if so, the aggregate nominal
amount of Notes tendered or intended to be tendered by such investor. When
considering allocations of any New Notes, the Republic intends to give
preference to those investors who, prior to such allocation (which may be
before the Expiration Deadline), have tendered, or indicated to the Republic
or a Dealer Manager their firm intention to tender, Notes. Any such preference
will, subject to the sole and absolute discretion of the Republic, be
applicable up to the aggregate nominal amount of Notes tendered or firmly
indicated to be tendered by such Noteholder pursuant to the Invitation.
However, the Republic is not obliged to allocate any New Notes to an investor
which has validly tendered or indicated a firm intention to tender Notes
pursuant to the Invitation.

A Noteholder who is eligible and wishes to subscribe for any New Notes in
addition to tendering its Notes for purchase pursuant to the Invitation will
be required to make a separate application for the purchase of such New Notes
to any Joint Lead Manager of the issue of the New Notes in accordance with the
standard new issue procedures of such Joint Lead Manager. A Noteholder, if it
so wishes, may elect to subscribe for any New Notes in an aggregate nominal
amount exceeding the aggregate nominal amount of Notes which are the subject
of such Noteholder's Tender Instruction or firm intention to tender.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Invitation and
any Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Invitation should therefore provide, as
soon as practicable and prior to the allocation of the New Notes, to any
Dealer Manager any indications of a firm intention to tender Notes for
purchase pursuant to the Invitation and the quantum of Notes that it intends
to tender.

Neither this announcement nor the Tender Offer Memorandum is an offer to sell
or a solicitation of an offer to buy any New Notes. Any allocation of any New
Notes, while being considered by the Republic as set out above, will be made
in accordance with customary new issue allocation processes and procedures and
Noteholders should contact a Dealer Manager for further information in this
regard, including any relevant deadlines.

In the event that a Noteholder validly tenders Notes pursuant to the
Invitation, such Notes will remain subject to such tender and the conditions
of the Invitation as set out in the Tender Offer Memorandum irrespective of
whether that Noteholder receives all, part or none of any allocation of any
New Notes for which it has applied.

Notwithstanding any other provisions of the Tender Offer Memorandum, the
aggregate nominal amount of any New Notes, if any, for which allocation
preference will be given to any Noteholder will be subject to the sole and
absolute discretion of the Republic.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder) and the
selling restrictions set out in the Base Offering Memorandum. In particular,
Noteholders in the United States must be qualified institutional buyers
(within the meaning of, and pursuant to, Rule 144A) in order to be eligible to
purchase New Notes.

It is the sole responsibility of each Noteholder to satisfy itself that it is
eligible to purchase the New Notes before registering its interest with, and
making an application to, a Dealer Manager (in its capacity as a Joint Lead
Manager of the issue of the New Notes) for the purchase of the New Notes. Any
failure to validly submit a Tender Instruction (including as a result of such
Noteholder being ineligible to be offered or to be sold the New Notes in
accordance with any applicable securities laws and regulations), or any
failure of such Noteholder to make an application to a Dealer Manager (in its
capacity as a Joint Lead Manager of the issue of the New Notes) for the
purchase of the New Notes in accordance with the standard new issue procedures
of the relevant Joint Lead Manager of the issue of the New Notes, will result
in no priority being given in respect of such Tender Instruction.

Maximum Acceptance Amount and Proration Factor

Subject to the satisfaction or waiver of the New Financing Condition, if the
Republic decides to accept for purchase valid tenders of the Notes pursuant to
the Invitation, the Republic intends to accept an aggregate amount of Notes
for purchase up to €1,000,000,000 (the "Maximum Acceptance Amount"). Subject
to applicable law, the Republic expressly reserves the right, in its sole and
absolute discretion, to increase or decrease the Maximum Acceptance Amount.

In the event that the aggregate nominal amount of the Notes validly tendered
exceeds the Maximum Acceptance Amount, such tenders of Notes will be subject
to the proration procedures described in the Tender Offer Memorandum.

Participation in the Invitation

In order to participate in and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to the Invitation, Noteholders must
validly tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the Tender and
Information Agent by the Expiration Deadline.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of €100,000 and in integral multiples of €1,000 thereafter.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

The Republic is not under any obligation to accept for purchase any Notes
tendered pursuant to the Invitation. Tenders of Notes for purchase may be
rejected in the sole and absolute discretion of the Republic for any reason
and the Republic is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes for purchase.

Expected Timetable of Events

The times and dates below are indicative only.

 Events                                                                           Expected Times and Dates
                                                                                  (All times are London time)
 Commencement Date                                                                28 April 2026
 Announcement of the Invitation distributed via the Clearing Systems and
 published by way of announcement on a Notifying News Service and via the RNS.

 Tender Offer Memorandum made available to Noteholders from the Tender and
 Information Agent.

 Announcement of the potential issue of New Notes.
 Pricing of the New Notes                                                         Expected to be prior to the Expiration Deadline.
 Expiration Deadline                                                              4:00 p.m. on 6 May 2026
 Deadline for receipt of valid Tender Instructions by the Tender and
 Information Agent in order for Noteholders to be able to participate in the
 Invitation.
 Results Announcement Date                                                        7 May 2026
 Announcement of:

 (i)            the aggregate nominal amount of validly tendered
 Notes to be accepted for purchase (subject only to 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 Proration Factor (if applicable);

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

 distributed via the Clearing Systems and published by way of announcement on a
 Notifying News Service and via the RNS.
 Settlement Date                                                                  Expected to be on 8 May 2026
 Subject to the satisfaction or waiver of the New Financing Condition on or
 prior to the Settlement Date, payment of the Purchase Price and Accrued
 Interest in respect of any Notes validly tendered and accepted for purchase
 pursuant to the Invitation.

The above times and dates are subject to the right of the Republic to extend,
re-open, amend, and/or terminate the Invitation (subject to applicable law and
as provided in the Tender Offer Memorandum).

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Invitation by
the deadlines specified in the Tender Offer Memorandum. The deadlines set by
any such intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Invitation will
be by the issue of a press release through RNS and by the delivery of notices
to the relevant Clearing Systems for communication to Direct Participants.
Such announcements may also made by the issue of a press release to a
Notifying News Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender and Information
Agent, the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender and Information Agent for the
relevant announcements during the course of the Invitation. In addition,
Noteholders may contact the Dealer Managers for information using the contact
details below.

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

 

BNP Paribas, Deutsche Bank AG Aktiengesellschaft, Merrill Lynch International,
Morgan Stanley & Co. International plc and UniCredit Bank GmbH are acting
as Dealer Managers and Kroll Issuer Services Limited is acting as Tender and
Information Agent.

Dealer Managers

 BNP PARIBAS                                  Deutsche Bank AG Aktiengesellschaft
 16, boulevard des Italiens
Mainzer Landstr. 11-17

 75009 Paris                                  60329 Frankfurt am Main

 France                                       Germany

Attention: Liability Management Group       Attention: Liability Management

Telephone: +33 1 55 77 78 94

                                            Telephone: +44 20 7545 8011
 Email: liability.management@bnpparibas.com

  Merrill Lynch International                 Morgan Stanley & Co. International plc

 2 King Edward Street                         25 Cabot Square

 London EC1A 1HQ                              Canary Wharf

 United Kingdom                               London E14 4QA

                                              United Kingdom

 Attention:  Liability Management Group

 London: +44 20 7996 5420                     Attention: Liability Management Team, Global Capital Markets

 Email:  DG.LM-EMEA@bofa.com                  Telephone: +44 20 7677 5040

                                              Email: liabilitymanagementeurope@morganstanley.com

 UniCredit Bank GmbH

 Arabellastraße 12

81925 Munich

Germany

 Attention: Liability Management

 Telephone: +49 89 378 15582

 Email: liability.management@unicredit.de

 

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

Tender and Information Agent

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

 

Telephone:  +44 20 7704 0880

Attention: Arlind Bytyqi

Email: serbia@is.kroll.com

Invitation Website: https://deals.is.kroll.com/serbia

 

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No invitation to acquire the Notes is being made pursuant to this
announcement. Any such invitation is only being made in the Tender Offer
Memorandum and any such acquisition or acceptance of the Invitation should be
made solely on the basis of information contained in the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Invitation. If you are in any doubt as to the
contents of this announcement or the Tender Offer Memorandum or the action you
should take, you are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the
Invitation. The Dealer Managers do not take responsibility for the contents of
this announcement and none of the Republic, the Dealer Managers or the Tender
and Information 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 any of the Dealer Managers or any of the Dealer
Managers' respective 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 such Dealer
Manager or affiliate, as the case may be, on behalf of the Republic in such
jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other 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 Managers and the Tender and Information 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
acceptance of any tender shall not be deemed to be a representation or a
warranty by any of the Republic, the Dealer Managers or the Tender and
Information Agent that it has undertaken any such investigation and/or that
any such representation to any person underwriting any such Notes is correct.

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 Managers and the Tender and Information 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 document 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 (the
"Prospectus Regulation") 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 other 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.

 

 

 

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)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENAKFBQOBKKKQB



            Copyright 2019 Regulatory News Service, all rights reserved