REG - Uzbekistan(Republic) - Invitation to Purchase Notes for Cash
28/09/2023 15:00
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RNS Number : 0400O Uzbekistan (Republic of) 28 September 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 AN INVITATION TO PURCHASE NOTES FOR CASH
28 September 2023 - The Republic of Uzbekistan (the "Issuer" or "Uzbekistan"),
represented by the Ministry of Economy and Finance of the Republic of
Uzbekistan has today launched 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".
Tenders of the Notes pursuant to the Tender Offer will be irrevocable except
in the limited circumstances described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
Summary of the Tender Offer
Description of Outstanding ISIN / ISIN / CUSIP Minimum Purchase Maximum Acceptance Amount
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 UZS 1,000,000,000,000 in aggregate principal amount
in principal amount of
Notes(2)
(1 ) As at 28 September 2023.
(2 ) Payment of the Purchase Price,
along with Accrued Interest Amounts (as defined herein), shall be made in U.S.
Dollars, calculated as set out in the Tender Offer Memorandum in "The Tender
Offer - U.S. Dollar Settlement".
The Purchase Price and Accrued Interest Amount
Noteholders that validly tender their Notes (and do not validly revoke in the
limited circumstances in which revocation is permitted) at or prior to 10.00
pm (London time) on 4 October 2023, unless such time and date is extended by
Uzbekistan or earlier terminated (such time and date, as the same may be
extended, the "Expiration Deadline") (providing such tender is received by the
Tender Agent at or prior to the Expiration Deadline) and whose tender of such
Notes is accepted by Uzbekistan, will be eligible to receive on the Payment
Date (currently expected to be on or about 12 October 2023), subject to the
conditions described in the Tender Offer Memorandum, an amount in U.S.
Dollars, calculated as set out below in "U.S. Dollar Settlement", representing
the U.S. Dollar equivalent of the Soum total of:
• the Purchase Price; and
• an amount equal to the Accrued Interest Amount up to
but excluding the Payment Date,
The calculations of the Purchase Price and the Accrued Interest Amount will be
made by the Issuer and such calculations will be final and binding on all
Noteholders, absent manifest error.
The "Accrued Interest Amount" shall equal accrued and unpaid interest, if any,
on such Notes from (and including) the immediately preceding interest payment
date for the Notes up to (but excluding) the Payment Date.
U.S. Dollar Settlement
Payment of the Purchase Price and Accrued Interest Amounts shall be made in
U.S. Dollars and will be calculated by the Tender Agent for payment in U.S.
Dollars by dividing the relevant Soum amounts by the FX Rate, where "FX Rate"
means the Soum / U.S. Dollar exchange rate announced by the Issuer and used to
price the New Notes Offering (as defined below), expressed as the amount of
Soum per one U.S. Dollar and, which is expected to be as reported by the
Central Bank of the Republic of Uzbekistan and published on its website
(https://cbu.uz/en or any successor page thereto), on the date of the pricing
of the New Notes Offering (currently expected to be 5 October 2023).
Financing Condition
The Issuer is not under any obligation to accept for purchase any Notes
tendered pursuant to the Tender Offer. The acceptance for purchase by the
Issuer of Notes tendered pursuant to the Tender Offer is at the sole and
absolute discretion of the Issuer and tenders may be rejected by the Issuer
for any reason.
The Issuer announced on 28 September 2023 its intention to issue new
Soum-denominated notes (the "New Notes" and, the offering of the New Notes,
the "New Notes Offering"). Whether the Issuer will accept and settle the
purchase of Notes validly tendered in the Tender Offer is subject (unless such
condition is waived by the Issuer in its sole and absolute discretion),
without limitation, to the successful completion of the New Notes Offering or
such other financing as the Issuer may determine on terms acceptable to it (in
each case as determined by the Issuer in its sole and absolute discretion)
(the "Financing Condition"). Even if the Financing Condition is satisfied, the
Issuer is not under any obligation to accept for purchase any Notes tendered
pursuant to the Tender Offer
Allocation of the New Notes
An Allocation Identifier Code is not required for a Noteholder to tender its
Notes, but if a tendering Noteholder wishes to subscribe for the New Notes,
such Noteholder may obtain an Allocation Identifier Code from any of the
Dealer Managers. The request for an Allocation Identifier Code received from
such Noteholder will be communicated by the relevant Dealer Manager to the
Tender Agent. The Tender Agent will distribute the relevant Allocation
Identifier Code to the requesting Noteholder. Such Noteholder should quote
such Allocation Identifier Code in its Electronic Instruction (in the case of
tenders through ATOP, quoting this in the free form field).
The Issuer will review tender instructions received on or prior to the
Expiration Deadline and may, in its sole discretion, give priority to those
investors tendering with Allocation Identifier Codes in connection with the
allocation of New Notes. However, no assurances can be given that any
Noteholder that tenders Notes will be given an allocation of New Notes at the
levels any such Noteholder may apply for, or at all.
Maximum Acceptance Amount and Acceptance on a Pro Rata Basis
In the event that Electronic Instructions (as defined in the Tender Offer
Memorandum) are received in respect of an aggregate principal amount of Notes
which is greater than the Maximum Acceptance Amount, as may be amended in the
Issuer's sole discretion, such Electronic Instructions may be accepted on a
pro rata basis.
Such pro rata allocations will be calculated in relation to the Notes by
multiplying the aggregate principal amount of the Notes represented by each
validly submitted Electronic Instruction by a factor equal to (i) the Maximum
Acceptance Amount, as may be amended in the Issuer's sole discretion, divided
by (ii) the aggregate principal amount of the Notes validly tendered in the
Tender Offer (the "Scaling Factor"). Notes may only be tendered in specified
denominations of UZS 2,500,000,000 in principal amount and integral multiples
of UZS 10,000,000 in principal amount in excess thereof.
For more details of the pro-ration, please refer to the Tender Offer
Memorandum.
Subject to applicable law, the Maximum Acceptance Amount is subject to
amendment or waiver by the Issuer in its sole and absolute discretion.
Subject to applicable law, the Issuer reserves the right, in its sole and
absolute discretion, not to accept any tenders of Notes or to modify in any
manner any of the terms and conditions of the Tender Offer (including, but not
limited to, modifying the Purchase Price or the Maximum Acceptance Amount with
respect to the Tender Offer). For a more detailed discussion, please refer to
the Tender Offer Memorandum.
Rationale for the Tender Offer
The Issuer is carrying out the Tender Offer concurrently with the New Notes
Offering in order to extend the weighted average maturity of its existing
public debt and to refinance the major share of upcoming redemptions of public
debt of the Issuer prudently and in advance.
Expected Timetable of Events
The times and dates below are indicative only.
Date Calendar Date and Time Event
Commencement Date 28 September 2023 Commencement of the Tender Offer upon the terms and subject to the conditions
set forth in the Tender Offer Memorandum.
Expiration Deadline 10.00 pm (London time) on 4 October 2023, unless extended or earlier The last time for Noteholders to tender Notes pursuant to the Tender Offer
terminated by the Issuer. In the case of an extension, the Expiration Deadline (subject to such tender being validly received by the Tender Agent before such
will be such other date and time as so extended. time) in order to be eligible to receive payment of the Purchase Price and the
Accrued Interest Amount on the Payment Date. If a broker, dealer, bank,
custodian, trust company or other nominee holds Notes of any Noteholder, such
nominee may have earlier deadlines for accepting the Tender Offer on or prior
to the Expiration Deadline. Each Noteholder should promptly contact the
broker, dealer, bank, custodian, trust company or other nominee that holds its
Notes to determine its deadline or deadlines. Noteholders who wish to tender
Notes pursuant to the Tender Offer and also subscribe for the New Notes should
quote an Allocation Identifier Code, which can be obtained by contacting the
Dealer Managers before the Expiration Deadline.
Announcement of 5 October 2023 (the "Results Announcement Date"). The Issuer expects to announce whether the Financing Condition is expected to
be satisfied, the principal amount of Notes accepted for purchase, the FX
Tender Offer Results Rate, any applicable Scaling Factor and any other results of the Tender Offer,
and the aggregate principal amount of Notes that will remain outstanding
following completion of the Tender Offer.
Payment Date A date expected to be on or about 12 October 2023. Subject to the satisfaction or waiver of the Financing Condition, the day that
Noteholders will be paid the Purchase Price and the Accrued Interest Amount,
in the case of Notes (i) validly tendered on or prior to the Expiration
Deadline (subject to such tender being validly received by the Tender Agent
before the Expiration Deadline) and (ii) accepted for purchase by the Issuer.
The above times and dates are subject to the rights of Uzbekistan to extend,
re‑open, amend, withdraw, and/or terminate the Tender Offer (subject to
applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any broker, dealer, bank, custodian,
trust company or other nominee or other intermediary through which they hold
Notes to confirm whether such intermediary requires that it receives
instructions for such Noteholder to participate in the Tender Offer before the
deadlines specified above. The deadlines set by each Clearing System (as
defined in the Tender Offer Memorandum) for the submission of Notes subject to
the Tender Offer may be earlier than the relevant deadlines above.
For Further Information
A complete description of the terms and conditions of the Tender Offer is set
out in the Tender Offer Memorandum. The Tender Offer Memorandum contains
important information which should be read carefully before any decision is
made with respect to the Tender Offer.
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.
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