REG - Uzbekistan(Republic) - Amendment: Invitation to Purchase Notes for Cash

Industrial and Commercial Bank of ChinaAnnouncement

02/10/2023 16:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231002:nRSB4115Oa&default-theme=true

RNS Number : 4115O  Uzbekistan (Republic of)  02 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR
MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

THE REPUBLIC OF UZBEKISTAN ANNOUNCES AMENDMENT TO ITS INVITATION TO PURCHASE
NOTES FOR CASH

2 October 2023 - On 28 September 2023, the Republic of Uzbekistan (the
"Issuer" or "Uzbekistan"), represented by the Ministry of Economy and Finance
of the Republic of Uzbekistan announced an invitation to holders (the
"Noteholders") of the UZS 2,000,000,000,000 14.50% Notes due 2023 (the
"Notes") issued by the Issuer (Reg S ISIN: XS2264056313/ Reg S Common Code:
226405631 / 144A ISIN: US91822Q2D80 / 144A CUSIP: 91822Q2D8) to tender for
purchase by the Issuer for cash up to UZS 1,000,000,000,000 in aggregate
principal amount (the "Maximum Acceptance Amount") of such Notes, subject to
the offer and distribution restrictions below, and upon the terms and subject
to the conditions set forth in a tender offer memorandum dated 28 September
2023 (as it may be amended or supplemented from time to time, the "Tender
Offer Memorandum"), in accordance with the procedures described therein. The
invitation to tender the Notes for purchase is referred to herein as the
"Tender Offer". Capitalised terms used in this announcement but not defined
have the meanings given to them in the Tender Offer Memorandum.

Amendment to Tender Offer

The Issuer today announces that it will accept for purchase all Notes validly
tendered pursuant to the Tender Offer at or prior to the Expiration Deadline
so that no Maximum Acceptance Amount or proration will apply, which amends the
terms of the Tender Offer as set out in the Tender Offer Memorandum. A summary
of the Tender Offer as so amended is set out below:

 Description of                               Outstanding               ISIN /                   ISIN / CUSIP             Minimum                                                                Purchase                           Amount subject to the Tender Offer

the Notes
Principal
Common Code
144A Notes
Denomination
Price

Amount
Reg S Notes
 UZS 2,000,000,000,000 14.50% Notes due 2023  UZS 2,000,000,000,000(1)  XS2264056313/ 226405631  US91822Q2D80/ 91822Q2D8  UZS 2,500,000,000 and integral multiples of UZS 10,000,000 thereafter  UZS 10,000,000 per UZS 10,000,000  Any and all

in principal amount of

Notes(2)

(1                     ) As at 2 October 2023.

(2                     ) Payment of the Purchase Price,
along with Accrued Interest Amounts, shall be made in U.S. Dollars, calculated
as set out in the Tender Offer Memorandum in "The Tender Offer - U.S. Dollar
Settlement".

 

Further details about the Tender Offer can be obtained from:

The Dealer Managers

Requests for information in relation to the Tender Offer should be directed to
the Dealer Managers:

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

For information by telephone: +44 20 7986 8969

E-mail: liabilitymanagement.europe@citi.com

Attention: Liability Management Group

 

ICBC Standard Bank Plc

20 Gresham Street

London EC2V 7JE

United Kingdom

 

For information by telephone: +44 203 145 5000

E-mail: DCM@icbcstandard.com

Attention: Debt Capital Markets

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

For information by telephone: +44 20 7134 2468

E-mail: em_europe_lm@jpmorgan.com

Attention: Liability Management

 

MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London EC2Y 9AJ

United Kingdom

 

For information by telephone: +44 77 9693 8194

E-mail: liability.management@mufgsecurities.com

Attention: Liability Management Group

 

Société Générale

17, cours Valmy

92987 Paris La Défense cedex

France

 

For information by telephone: +33 1 42 13 32 40

E-mail: liability.management@sgcib.com

Attention: Liability Management

 

The Tender Agent

Requests for information in relation to the procedures for tendering Notes and
participating in the Tender Offer and the submission of an electronic
instruction should be directed to the Tender Agent:

Citibank, N. A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7508 3867

Email: Citiexchanges@citi.com

 

A copy of the Tender Offer Memorandum is available to eligible persons upon
request from the Tender Agent.

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any notes is being
made pursuant to this announcement. This announcement and the Tender Offer
Memorandum contain important information, which must be read carefully before
any decision is made with respect to the Tender Offer. If any Noteholder is in
any doubt as to the action it should take, it is recommended to seek its own
legal, tax and financial advice, including as to any tax consequences, from
its stockbroker, 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 participate in the Tender Offer.
None of Uzbekistan, the Dealer Managers, the Tender Agent, or any person who
controls, or is a director, officer, employee or agent of such persons, or any
affiliate of such persons, makes any recommendation as to whether Noteholders
should participate in the Tender Offer.

Republic of Uzbekistan

The Tender Offer is not being made, directly or indirectly, to the public in
the Republic of Uzbekistan. Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the Tender Offer has
been or shall be distributed to the public in the Republic of Uzbekistan.

France

The Tender Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither the Tender Offer Memorandum nor any
other document or material relating to the Tender Offer 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(е) of the 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, each as amended or replaced from time to
time, are eligible to participate in the Tender Offer.

This announcement, the Tender Offer Memorandum has not been and will not be
submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Tender Offer, the Tender Offer Memorandum or
any other documents or materials relating to the Tender Offer has 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 Tender Offer 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 "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 may tender their Notes for purchase in the Tender 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, 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, the 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
Notes or the Tender Offer.

United Kingdom

Neither the communication of this announcements, the Tender Offer Memorandum
nor any other documents or materials relating to the Tender Offer has been
approved, by an authorised person for the purposes of section 21 of the
FSMA.  Accordingly, such documents and/or materials are only being
distributed to and are only directed at: (a) persons outside the United
Kingdom; or (b) persons who 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 (the "Order"); or
(c) creditors of the Issuer or other persons falling within Article 43 of the
Order; or (d) persons falling within Article 49(2)(a) to (e) (high net worth
companies, unincorporated associations etc.) of the Order; or (e) persons to
whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as
"relevant persons"). Any investment or investment activity to which such
documents and/or materials relate is available only to relevant persons and
will be engaged in only with relevant persons.  Any person who is not a
relevant person should not act or rely on such documents or materials or any
of their contents.

General

This announcement, the Tender Offer Memorandum and any related documents do
not constitute an offer to buy or the solicitation of an offer to sell Notes
in any circumstances in which such offer or solicitation is unlawful. If a
jurisdiction requires the Tender Offer to be made by a licensed broker or
dealer, and any of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in such jurisdiction, the Tender Offer
shall be deemed to be made by such Dealer Manager or such affiliate (as the
case may be) on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the
Republic of Uzbekistan, France, Italy and the United Kingdom, each Noteholder
participating in the Tender Offer will also 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 Tender Offer from a Noteholder that is unable to make
these representations will not be accepted. Each of the Issuer and the Tender
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Tender Offer,
whether any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines (for any
reason) that such representation is not correct, such tender of Notes shall
not be accepted.

Notice to U.S. Noteholders

The Tender Offer will be made in the United States pursuant to exemptions from
the U.S. tender offer rules provided for in Rule 3a12-3 under the U.S.
Securities Exchange Act of 1934, as amended, and otherwise in accordance with
the requirements of applicable laws of the Republic of Uzbekistan and English
law. Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and law.

The receipt of cash pursuant to the Tender Offer by a U.S. Noteholder will be
a taxable transaction for U.S. federal income tax purposes and may be taxable
under applicable state and local, as well as foreign and other tax laws. Each
Noteholder is urged to consult his independent professional advisor
immediately regarding the tax consequences of acceptance of the Tender Offer.
For a summary of certain Uzbek and U.S. federal income tax consequences of the
Tender Offer, see "Tax Consequences" in the Tender Offer Memorandum.

It may be difficult for U.S. Noteholders to enforce their rights and claims
arising out of the U.S. federal securities laws, since the Issuer is a
sovereign state.

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  TENUPGMCUUPWGWP