REG - Cyprus (Republic of) - Tender Offer

HSBC HoldingsAnnouncement

18/06/2024 13:15

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RNS Number : 9065S  Cyprus (Republic of)  18 June 2024

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

 

 

Republic of Cyprus, acting through the Ministry of Finance launches cash
tender offer

The Republic of Cyprus, acting through the Ministry of Finance (the "Offeror")
announces today an invitation (such invitation, the "Offer") to holders of its
€1,500,000,000 2.375 per cent. Notes due 25 September 2028 (ISIN:
XS1883942648) (the "Notes") to tender their Notes for purchase by the Offeror
for cash.

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 18 June 2024 (the "Tender Offer
Memorandum") prepared by the Offeror in connection with the Offer, and is
subject to the offer and distribution restrictions and the New Financing
Condition set out below and as more fully described in the Tender Offer
Memorandum.  Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures for
participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below.  Capitalised
terms used but not otherwise defined in this announcement shall have the
meaning given to them in the Tender Offer Memorandum.

A summary of certain terms of the Offer appears below:

 

 Description of Notes                                                        ISIN          Aggregate Principal Amount Outstanding  Purchase Price                                        Maximum Acceptance Amount
 €1,500,000,000 2.375 per cent. Notes due 25 September 2028 (the "Notes")    XS1883942648  €1,500,000,000                          98.40 per cent. of the principal amount of the Notes  Subject as set out herein, up to €500,000,000 in aggregate principal amount

 

Maximum Acceptance Amount

The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance
Amount of EUR 500,000,000, on the terms and subject to the conditions
contained in the Tender Offer Memorandum. The Offeror will determine the Final
Acceptance Amount in its sole and absolute discretion and reserves the right
to accept significantly more or less (or none) of the Notes. The Offeror
reserves the right, in its sole and absolute discretion, to increase or
reduce, or purchase more or less than the Maximum Acceptance Amount, subject
to applicable law.

An offer of Notes for repurchase may only be made by the submission of a valid
Tender Instruction submitted in accordance with the procedures set out in the
Tender Offer Memorandum.

New Financing Condition

The purchase of any Notes by the Offeror pursuant to the Offer is subject also
to, without limitation, the successful completion (in the determination of the
Offeror) of the issue of Euro-denominated senior unsecured fixed rate 7-year
notes under the Offeror's Euro Medium Term Note Programme, announced by the
Offeror today (the "New Financing Condition").

This condition is for the sole benefit of the Offeror and may be waived by the
Offeror, in whole or in part, at any time and from time to time, in its sole
and absolute discretion.  Any determination by the Offeror concerning this
condition set forth above (including whether or not such condition has been
satisfied or waived) will be final and binding upon all parties.

Rationale for the Offer

The rationale of the Offer is to proactively manage upcoming debt repayments.

Purchase Price and Accrued Interest

 

The Offeror will pay, for Notes tendered in the Offer and accepted for
purchase by the Offeror pursuant to the Offer, a cash purchase price equal to
98.40 per cent. of the principal amount of the Notes (the "Purchase Price").

 

In respect of any Note or Notes validly tendered and accepted, the Offeror
will pay an amount in cash (the "Purchase Consideration") on the Settlement
Date calculated by applying the Purchase Price to the aggregate principal
amount of such Note or Notes validly tendered and accepted for purchase
(rounded to the nearest €0.01 with half a cent rounded upwards).

 

Notes repurchased by the Offeror pursuant to the Offer are expected to be
cancelled. Notes which have not been validly tendered and accepted for
purchase pursuant to the Offer will remain outstanding after the Settlement
Date.

 

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the Offer, in addition to the Purchase
Consideration.

Priority in allocation of New Notes

A Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Offer may receive priority (the "New Issue
Priority") in the allocation of the New Notes, subject to the issue of the New
Notes and such Noteholder making a separate application for the purchase of
such New Notes to a Dealer Manager (in its capacity as a manager of the issue
of the New Notes) in accordance with the standard new issue procedures of such
manager and other requirements (including, without limitation, selling
restrictions) applicable to the New Notes. The aggregate principal amount of
New Notes for which New Issue Priority will be given to such a Noteholder will
be at the sole discretion of the Offeror and may be less than, equal to or
greater than the aggregate principal amount of Notes validly tendered by such
Noteholder in the Offer and accepted for purchase by the Offeror.

Acceptance on a pro rata basis

In the event that Tender Instructions are received in respect of an aggregate
principal amount of Notes which is greater than the Final Acceptance Amount,
such Tender Instructions will be accepted on a pro rata basis.

Tender Instruction

In order to participate in the Offer, Noteholders must validly tender their
Notes for purchase by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender Agent by
5.00 p.m. (CEST) on 25 June 2024 (the "Expiration Deadline").

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

 

Tender Instructions must be submitted in respect of a principal amount of
Notes of no less than and in integral multiples of €1,000, being the minimum
denomination of the Notes.

Indicative Timetable for the Offer

 Events                                    Times and Dates
 Commencement of the Offer                 18 June 2024
 Expiration Deadline                       25 June 2024 at 17:00 (CEST)
 Announcement of Results of the Offer      As soon as reasonably practicable on 26 June 2024
 Settlement Date                           Expected to be 28 June 2024

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Offeror to extend, re-open, amend, waive any
condition of and/or terminate the Offer.

Noteholders are advised to check with any bank, broker or other intermediary
through which they hold Notes by 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 Offer by the
deadlines set out above.  The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender Instructions will
be earlier than the relevant deadlines above.

Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the relevant Reuters Insider Screen and/or
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 Agent, the contact details for which are set out
below.  Significant delays may be experienced where notices are delivered to
the Clearing Systems and Noteholders are urged to contact the Tender Agent for
the relevant announcements during the course of the Offer.  In addition,
Noteholders may contact the Dealer Managers for information using the contact
details set out below.

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

Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Goldman
Sachs Bank Europe SE and HSBC Continental Europe are acting as Dealer Managers
for the Offer and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

THE DEALER MANAGERS

 

 Citigroup Global Markets Europe AG              Deutsche Bank Aktiengesellschaft

 Telephone: +44 207 545 8011
 Telephone: +44 20 7986 8969

 Email: liabilitymanagement.europe@citi.com

 Goldman Sachs Bank Europe SE                    HSBC Continental Europe

 Telephone: +44 20 7774 4836                     Telephone: +44 20 7992 6237

 Email: liabilitymanagement.eu@ny.email.gs.com   Email: LM_EMEA@hsbc.com

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

 

Telephone: +44 20 7704 0880

Attention: Alessandro Zorza

Email: cyprus@is.kroll.com

Offer Website: https://deals.is.kroll.com/cyprus
(https://deals.is.kroll.com/cyprus)

 

 

DISCLAIMER

This announcement must be read in conjunction with 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 Offer.  If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal
advice, including as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial adviser.  Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Notes for purchase pursuant to the Offer.  Each of the
Dealer Managers is acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to anyone other than the Offeror
for providing the protections afforded to customers of the Dealer Managers or
for advising any other person in connection with the Offer.  None of the
Offeror, the Dealer Managers and the Tender Agent, nor any of their respective
directors, employees or affiliates, makes any recommendation as to whether
Noteholders should tender Notes for purchase pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

United Kingdom

 

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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.
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 as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

 

This announcement, the Tender Offer Memorandum and any other offering material
relating to the Offer are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the French Code
Monétaire et Financier and defined in Article 2(e) of Regulation (EU)
2017/1129 (as amended).  Neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the Offer have
been or shall be distributed in France other than to qualified investors
(investisseurs qualifiés) and only qualified investors (investisseurs
qualifiés) are eligible to participate in the Offer. This announcement, the
Tender Offer Memorandum and any other document or material relating to the
Offer have not been and will not be submitted for clearance to nor approved by
the Autorité des marchés financiers.

Belgium

Neither this announcement and the Tender Offer Memorandum nor any other
documents or materials relating to the Offer has been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority and, accordingly, the Offer may not be made in Belgium by
way of a public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from time to
time.  Accordingly, the Offer may not be advertised and the Offer will not be
extended, and neither this announcement and the Tender Offer Memorandum nor
any other documents or materials relating to the Offer (including any
memorandum, information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" within the meaning  of
Article 10 of the Belgian Law of 16 June 2006 on public offerings of
investment instruments and the admission of investment instruments to trading
on regulated markets (as amended from time to time).

Italy

 

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempt 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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders, or beneficial owners of the Notes that are located in Italy, can
tender their Notes for purchase pursuant to the Offer 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 September 1, 1993, as amended) 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 Offer.

General

 

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful, provided that Noteholders may not rely on
the Offeror, the Dealer Managers or the Tender Agent (or their respective
directors, employees or affiliates) in connection with the determination as to
the legality of their participation in the Offer or as to the matters referred
to in this Tender Offer Memorandum.  In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer and a Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by a Dealer Manager or such affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction.

Each holder of Notes participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to make these
representations will not be accepted.

Each of the Offeror, the Dealer Managers and the Tender Agent reserves the
right, in its sole and absolute discretion, to investigate, in relation to any
tender of Notes for purchase pursuant to the Offer whether any such
representation given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender or submission may be rejected.

 

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