REG - JSC UzAuto Motors JSC UzAuto - 16VO - Tender Offer

JPMorgan Chase & CoAnnouncement

10/11/2025 10:45

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RNS Number : 8693G  JSC UzAuto Motors  10 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

10 November 2025

JSC "UzAuto Motors" (the "Offeror") hereby announces that it is separately
inviting holders of its outstanding U.S.$300,000,000 4.85 per cent. Notes due
2026 issued by the Offeror (ISIN:  XS2330272944 (Regulation S) and
US46653NAA00 (Rule 144A)) (the "Notes") to tender for purchase by the Offeror
for cash any and all of such Notes by the Offeror (the "Invitation"), all on
the terms and subject to the satisfaction or waiver of the New Financing
Condition (as defined below) and the other conditions and distribution
restrictions set out in the tender offer memorandum dated 10 November 2025
(the "Tender Offer Memorandum").

Capitalised terms used in this announcement and not otherwise defined have the
meanings given to them in the Tender Offer Memorandum.

 Description of the Notes                        Issuer               Maturity Date  ISINs                                                     CUSIP         Principal amount  Purchase price      Acceptance

(Rule 144a)
outstanding
per U.S.$1,000 in
amount

principal amount
 U.S.$300,000,000 4.85 per cent. Notes due 2026  JSC "UzAuto Motors"  4 May 2026     XS2330272944 (Regulation S) and US46653NAA00 (Rule 144A)  46653NAA0     U.S.$300,000,000  U.S.$996            Any and all

 

Rationale and background for the Invitation

The Offeror is carrying out the Invitation concurrently with the offering of
the New Notes in order to refinance upcoming redemptions.

Notes purchased by the Offeror pursuant to the Invitation will be cancelled
and will not be re-issued or re-sold.  Notes which have not been validly
offered and accepted for purchase pursuant to the Invitation will remain
outstanding.

Details of the Invitation

On the terms and subject to the conditions contained in the Tender Offer
Memorandum (including the "Offer and Distribution Restrictions" described
herein), the Offeror invites any and all Noteholders to tender their Notes for
purchase. Noteholders that (i) validly tender their Notes at or prior to 5:00
pm (New York City Time) on 18 November 2025 (the "Expiration Deadline") or
(ii) deliver a properly completed and duly executed Notice of Guaranteed
Delivery at or prior to the Expiration Deadline and deliver a properly
transmitted Agent's Message or Electronic Instruction, as applicable, and all
other required documents to the Tender and Information Agent by 5:00 pm (New
York City Time) on 20 November 2025 (the "Guaranteed Delivery Deadline"), in
accordance with the Guaranteed Delivery Procedures described in the Tender
Offer Memorandum, will be eligible to receive a cash amount equal to the sum
of the Purchase Price and the Accrued Interest Payment (if any). Noteholders
may tender their Notes after the Expiration Deadline only pursuant to the
Guaranteed Delivery Procedures. Tender Instructions must be submitted in
respect of a principal amount of Notes of no less than the Minimum
Denomination of U.S.$200,000 and may be submitted in integral multiples of
U.S.$1,000 in excess thereof.

New Financing Condition

The Offeror has announced on 10 November 2025 its intention to issue new U.S.
dollar-denominated notes (the "New Notes"), subject to market conditions. The
purchase of any Notes by the Offeror pursuant to the Invitation is subject,
without limitation, to the successful settlement (in the sole determination of
the Offeror) of the issue of the New Notes (the "New Financing Condition") or
waiver of such condition.

Even if the New Financing Condition and the other conditions set out in the
Tender Offer Memorandum are satisfied, the Offeror is not under any obligation
to accept for purchase any Notes tendered pursuant to the Invitation. Subject
to applicable law, the acceptance for purchase by the Offeror of Notes validly
tendered pursuant to the Invitation is at the sole discretion of the Offeror
and tenders may be rejected by the Offeror for any reason.

Allocation of New Notes

When considering the allocation of the New Notes, the Offeror may give
preference to those Noteholders who, prior to such allocation, have informed
the Offeror or any Dealer Manager that they have validly tendered or have
given a firm intention to the Offeror or any Dealer Manager that they intend
to tender their Notes pursuant to the Invitation.  Therefore, a Noteholder
who wishes to subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Invitation may be eligible to receive, at the sole
and absolute discretion of the Offeror, 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 Joint Lead Manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Joint Lead
Manager.  However, the Offeror is not obliged to allocate the New Notes to a
Noteholder who has validly tendered or indicated a firm intention to tender
the Notes pursuant to the Invitation and, if New Notes are allocated, the
principal amount thereof may be less or more than the principal amount of
Notes tendered by such Noteholder and accepted by the Offeror pursuant to the
Invitation.

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

The Tender Offer Memorandum is not an offer to sell or solicitation of an
offer to buy any New Notes. Any allocation of any New Notes, while being
considered by the Offeror 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 principal 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 Invitation.

For the avoidance of doubt, nothing in this announcement, 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.  Any investment
decision to purchase any New Notes should be made solely on the basis of the
information contained in the final offering memorandum relating to the New
Notes (the "Offering Memorandum") to be prepared by the Offeror and which,
when published, will be made available to the public in accordance with the
requirements of the London Stock Exchange's International Securities Market
Rulebook, and no reliance is to be placed on any representations other than
those contained in the Offering Memorandum.  The Offeror has also prepared an
offering memorandum in preliminary form relating to the New Notes dated 10
November 2025 (the "Preliminary Offering Memorandum"). Subject to compliance
with all applicable securities laws and regulations, the Preliminary Offering
Memorandum is available from the Joint Lead Managers on request.

Nothing in this announcement or the Tender Offer Memorandum constitutes an
offer to sell or the solicitation of an offer to buy the New Notes in the
United States or any other jurisdiction.  The New Notes have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States.  The New Notes may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities
Act), except in transactions exempt from, or in transactions not subject to,
the registration requirements of the Securities Act and any applicable
securities law of any state or other jurisdiction of the United States.
Accordingly, the New Notes are being offered or sold to non-U.S. persons in
offshore transactions in reliance on Regulation S under the Securities Act and
to persons who are "qualified institutional buyers" in reliance on Rule 144A
under the Securities Act.

Compliance information for the New Notes:

Manufacturer target market (MiFID II product governance and UK MiFIR product
governance) is eligible counterparties and professional clients only (all
distribution channels).

No EEA or UK PRIIPs key information document has been prepared as not
available to retail in the EEA or the UK.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities. The offer and sale of the New
Notes will be subject to the selling restrictions specified in the Preliminary
Offering Memorandum and the Offering Memorandum.

Amendment and Termination

Subject to applicable law, the Offeror reserves the right, in its sole and
absolute discretion, to extend, re-open, withdraw or terminate the Invitation
and to amend or waive any of the terms and conditions of the Invitation at any
time following the announcement of the Invitation, as described in the Tender
Offer Memorandum under the heading "Amendment and Termination." Details of any
such extension, re-opening, withdrawal, termination, amendment or waiver will
be notified to the Noteholders as soon as possible after such decision is
made.

Offer and Distribution Restrictions

The Offeror is making the Invitation only in those jurisdictions where it is
legal to do so. See "Offer and Distribution Restrictions" in the Tender Offer
Memorandum. The Tender Offer Memorandum does not constitute a "prospectus" for
the purposes of Regulation (EU) 2017/1129 (as amended) (including as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018).

No Pro Rata Scaling

If the Notes validly tendered in the Invitation are accepted for purchase by
the Offeror, the Offeror will accept for purchase any and all of the Notes
that are validly tendered, with no pro rata scaling.

Expected Transaction Timeline

 Date                                                Action
 10 November 2025                                    Commencement of the Invitation

                                                     Invitation announced.

                                                     Tender Offer Memorandum and Notice of Guaranteed Delivery available from the
                                                     Invitation Website (https://debtxportal.issuerservices.citigroup.com/),
                                                     subject to eligibility confirmation and registration.

                                                     Announcement of the intention to issue the New Notes that the Offeror intends
                                                     to issue, subject to market conditions.
 5:00 p.m. (New York City Time) on 18 November 2025  Expiration Deadline

                                                     Deadline for receipt by the Tender and Information Agent of all Tender
                                                     Instructions or a Notice of Guaranteed Delivery in order for Noteholders to be
                                                     able to participate in the Invitation.

                                                     Deadline for withdrawal of any validly submitted Tender Instructions or, where
                                                     applicable, a Notice of Guaranteed Delivery.
 19 November 2025                                    Announcement of Results

                                                     Announcement of whether the Offeror will, subject to satisfaction or waiver of
                                                     the New Financing Condition, accept valid tenders of Notes pursuant to the
                                                     Invitation and, if so accepted, the aggregate principal amount of Notes
                                                     accepted for tender and that are expected to remain outstanding after
                                                     settlement of the Invitation.
 5:00 p.m. (New York City Time) on 20 November 2025  Guaranteed Delivery Deadline

                                                     Deadline for delivery of a properly completed Agent's Message or Electronic
                                                     Instruction, as applicable, to complete a tender of Notes by the Guaranteed
                                                     Delivery Procedures.
 20 November 2025                                    Expected Invitation Settlement Date

                                                     Subject to satisfaction or waiver of the New Financing Condition, expected
                                                     settlement date for Notes tendered pursuant to the Invitation, except those
                                                     Notes tendered by Guaranteed Delivery Procedures.
 21 November 2025                                    Expected Guaranteed Delivery Settlement Date

                                                     Subject to satisfaction or waiver of the New Financing Condition, expected
                                                     settlement date for Notes tendered pursuant to the Invitation by Guaranteed
                                                     Delivery Procedures.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, withdraw and/or terminate the Invitation (subject to
applicable /aw 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 ab/e to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Invitation, before
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.

This announcement is made by Shokhrukhon Dadakhodjaev, Head of Investor
Relations Department, on behalf of JSC "UzAuto Motors" and constitutes a
public disclosure of inside information under Regulation (EU) 596/2014 as it
forms part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018.

Contact Details:

Any questions or requests relating to the procedures for submitting a Tender
Instruction may be directed to the Tender and Information Agent. A Noteholder
may also contact the Dealer Managers or such Noteholder's custodian for
assistance concerning the Invitation.

 THE DEALER MANAGERS
 Citigroup Global Markets Limited               J.P. Morgan Securities plc
 Citigroup Centre
25 Bank Street

Canada Square
Canary Wharf

Canary Wharf
London E14 5JP

London E14 5LB
United Kingdom

United Kingdom

                                              Telephone:  +44 20 7134 2468
 Europe:  +44 20 7986 8969
Attention:  Liability Management, with a copy to

U.S. Toll-Free:  +1 (800) 558 3745
Head of EMEA Debt Capital Markets Group -

U.S.:  +1 (212) 723 6106
Legal

Email:  liabilitymanagement.europe@citi.com
Email:  em_europe_lm@jpmorgan.com

Attention:  Liability Management Group
 Société Générale

Immeuble Basalte

 17 Cours Valmy

 CS 50318

 92972 Paris La Défense Cedex

 France

 Telephone: +33 1 42 13 32 40

Email: liability.management@sgcib.com

 Attention: Liability Management
 THE TENDER AND INFORMATION 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

 Website: https://debtxportal.issuerservices.citigroup.com/

 

 

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 Invitation. If any Noteholder is in any doubt as to
the contents of this announcement or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the tender offer memorandum constitutes an
invitation to participate in the Invitation in or from any jurisdiction in or
from which, or to or from any person to or from whom, it is unlawful to make
such offer under applicable securities laws or otherwise. 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 Offeror, the Dealer Managers
and the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions. No action that would permit a public offer has
been or will be taken in any jurisdiction by the Dealer Managers or by the
Offeror.

Republic of Uzbekistan

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

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Invitation are 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). 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, and may only be acted upon by,
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, (as amended)
(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

The Invitation is 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 1º of the French Code monétaire et
financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as
amended) (the "Prospectus Regulation"). Neither this announcement nor the
Tender Offer Memorandum nor any other documents or materials relating to the
Invitation 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 Invitation. This
announcement, the Tender Offer Memorandum and any other document or material
relating to the Invitation have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement, nor the Tender Offer Memorandum nor any other
documents or materials relating to the Invitation have been submitted to or
will be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority and, accordingly, the Invitation 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 Invitation may not be advertised and the
Invitation will not be extended, and neither this announcement nor the Tender
Offer Memorandum nor any other documents or materials relating to the
Invitation (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 Invitation, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Invitation have been or will be
submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB").

The Invitation is being carried out in the Republic of 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.

Noteholders or beneficial owners of the Notes resident and/or located in Italy
can tender some or all of their Notes pursuant to the Invitation 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) 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-a-vis its clients in connection with the
Notes or the Invitation.

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
(and tenders of Notes for purchase pursuant to 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 their respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the Invitation
shall be deemed to be made by the Dealer Manager or such affiliate, as the
case may be, on behalf of the Offeror in such jurisdiction.

Each Noteholder participating in the Invitation will be deemed to give certain
representations in respect of the other jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Invitation" 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 Offeror, the Dealer Managers and the Tender and Information Agent
reserves the right, in its sole and 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 Offeror determines (for any
reason) that such representation is not correct, such tender or submission may
be rejected.

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission hereof or 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. The New Notes have not been, and will not be, registered
under the Securities Act. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public offering of
securities. The New Notes are being offered only (i) in the United States to
investors who are QIBs or (2) outside the United States to non-U.S. persons in
compliance with Regulation S.

 

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