REG - Uzbek Ind & Const Bk - Tender Offer Announcement

Raiffeisen Bank International AGAnnouncement

12/07/2024 09:45

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RNS Number : 2120W  Uzbek Ind & Construction Bank  12 July 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (THE "UNITED STATES")) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER
RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

12 July 2024

Joint-Stock Commercial Bank "Uzbek Industrial and Construction Bank" (the
"Offeror") has today launched invitations to the holders of the outstanding
U.S.$300,000,000 5.75 per cent. Notes due 2 December 2024 (ISIN: XS2083131859)
the "Notes") issued by the Offeror (the "Offer").

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 12 July 2024 (the "Tender Offer
Memorandum"). Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Tender Offer Memorandum.

 Notes                                                      ISIN / Common Code        Outstanding Principal Amount  Maturity Date  Purchase Price   Amount subject to the Offer
 U.S.$300,000,000 5.75 per cent. Notes due 2 December 2024  XS2083131859 / 208313185  U.S.$300,000,000              2 December     99.75 per cent.  Any and all

2024

 

Rationale for the Offer

The purpose of the Offer and the proposed issue of the New Notes (as defined
below) is to manage the Offeror's debt maturity profile in an efficient
manner.  Furthermore, the Offer will provide liquidity to those holders whose
Notes are accepted in the Offer.  The Offeror intends to cancel any Notes
purchased pursuant to the Offer.

Purchase Price and Accrued Interest

If the Offeror decides to accept valid tenders of the Notes pursuant to the
Offer, the Offeror will pay for any Notes validly tendered and accepted for
purchase by the Offeror pursuant to the Offer a purchase price for such Notes
equal to 99.75 per cent. of the principal amount of such Notes (the "Purchase
Price").

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

Acceptance and No Scaling

If the Offeror decides to accept any valid tenders of Notes for purchase
pursuant to the Offer, the Offeror will (subject to satisfaction (or waiver)
of the New Financing Condition on or prior to the Settlement Date) accept for
purchase all Notes that are validly tendered in full, with no pro rata
scaling.

New Financing Condition

On 12 July 2024, the Offeror announced that it intends to issue a new series
of U.S. Dollar-denominated fixed rate notes (the "New Notes"), subject to
market conditions.

Whether the Offeror will purchase any Notes validly tendered in the Offer is
conditional, without limitation, on the successful completion (in the sole
determination of the Offeror) of the offering of the New Notes (the "New
Financing Condition"), unless the New Financing Condition is waived by the
Offeror.

Even if the New Financing Condition is satisfied (or waived), the Offeror is
under no obligation to accept for purchase any Notes validly tendered pursuant
to the Offer.  The acceptance by the Offeror of Notes validly tendered
pursuant to the Offer is at the sole discretion of the Offeror and tenders may
be rejected by the Offeror for any reason.

Priority in allocation of any New Notes

The Offeror will, in connection with allocations of the New Notes, 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 Offer and, if so, the aggregate principal amount of
Notes tendered or intended to be tendered by such investor.  When considering
allocations of the New Notes, the Offeror intends to give preference to those
investors who, prior to such allocation, have tendered, or indicated their
intention to tender, Notes.  If any New Notes are allocated to an investor
which has validly tendered its Notes, the principal amount of New Notes so
allocated may be less or more than the principal amount of Notes tendered by
such holder and accepted by the Offeror pursuant to the Offer. However, the
Offeror is not obliged to allocate the New Notes to an investor which has
validly tendered or indicated a firm intention to tender the Notes pursuant to
the Offer.  Any allocation of the 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.  In the event that a Noteholder validly
tenders Notes pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender Offer
Memorandum irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.

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

Expected Timetable of Events

The times and dates below are indicative only.

 Events                                                                           Times and Dates
 Commencement of the Offer
 Offer announced by way of announcements on the relevant Notifying News           12 July 2024
 Service(s), through the Clearing Systems and by publication on the website of
 the Regulatory News Service operated by the London Stock Exchange.  Tender
 Offer Memorandum available from the Tender Agent.
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. (London time) on 22 July 2024
 order for Noteholders to be able to participate in the Offer.
 Announcement of Results
 Announcement distributed by way of announcements on the relevant Notifying       As soon as reasonably practicable on 23 July 2024
 News Service(s), through the Clearing Systems and by publication on the
 website of the Regulatory News Service operated by the London Stock Exchange
 by the Offeror of whether it will accept (subject to satisfaction (or waiver)
 of the New Financing Condition on or prior to the Settlement Date) valid
 tenders of Notes pursuant to the Offer and, if so accepted, the aggregate
 principal amount of Notes so accepted.
 Settlement Date
 Subject to satisfaction (or waiver) of the New Financing Condition, expected     25 July 2024
 Settlement Date for the Offer.

 Payment of the Purchase Price and Accrued Interest Payment in respect of Notes
 accepted for purchase pursuant to the Offer.

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 (subject to
applicable law and as provided in the Tender Offer Memorandum).  Noteholders
are advised to check with any bank, securities broker, clearing system 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 Offer
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.  See "Procedures for Participating in the Offer".

General

The complete terms and conditions of the Offer are set forth in the Tender
Offer Memorandum, which will be sent to Noteholders at their request.
Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror has retained BancTrust Investment Bank Limited, Citigroup Global
Markets Limited, J.P. Morgan Securities plc, Raiffeisen Bank International AG
and Société Générale to act as Dealer Managers for the Offer.

All information relating to the Offer, including questions about participation
procedures and requests for copies of the Tender Offer Memorandum, may,
subject to the Offer and Distribution Restrictions set out in "Offer and
Distribution Restrictions" below, be obtained from the Tender Agent.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, 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 Agent by
4.00 p.m. (London time) on 22 July 2024 (as extended, re-opened, amended
and/or terminated in the manner provided in the Tender Offer Memorandum, the
"Expiration Deadline").  See the "Procedures for Participating in the Offer"
section of the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances
described in the "Amendment and Termination" section of the Tender Offer
Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount
of Notes of no less than U.S.$200,000, being the minimum denomination of the
Notes, and may thereafter be submitted in integral multiples of U.S.$1,000.

This announcement is made by Mr. Aziz Akbarjonov, Chairman of the Management
Board, on behalf of Joint-Stock Commercial Bank "Uzbek Industrial and
Construction Bank" 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 Agent. A Noteholder may also contact
the Dealer Managers or such Noteholder's custodian for assistance concerning
the Offer.

 THE OFFEROR
 "Uzpromstroybank" JSCB

 3 Shaxrisabskaya Street
 Tashkent 100000
 Republic of Uzbekistan

DEALER MANAGERS

 BancTrust Investment Bank Limited               Citigroup Global Markets Limited

                                               Citigroup Centre
 8 Bishopsgate
Canada Square

Canary Wharf
 Level 36
London E14 5LB

United Kingdom
 London, EC2N 4BQ

 United Kingdom
 Telephone:  +44 20 8161 2018                    Telephone:  +44 20 7986 8969

Attention:  Liability Management
Attention:  Liability Management Group

Email:  Liability_Management@banctrust.co.uk
Email:  liabilitymanagement.europe@citi.com
 J.P. Morgan Securities plc                      Raiffeisen Bank International AG
 25 Bank Street

 Canary Wharf                                    Am Stadtpark 9
 London E14 5JP

 United Kingdom                                  1030 Vienna

                                                 Austria

 Telephone:  +44 20 7134 2468                    Telephone: +43 171707 3951

Attention:  Liability Management
Email: tmg@rbinternational.com;

Email:  em_europe_lm@jpmorgan.com

                                                 project-bondsyndication@rbinternational.com

                                                 Attention: Transaction Management Team
 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
 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

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities 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 Offer. If any Noteholder is in
any doubt as to the action it should take, it is recommended to seek its own
legal, tax, accounting 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 or intermediary must contact such entity if it wishes to
participate in the Offer. None of the Offeror, the Dealer Managers or 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 Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The Notes may not be tendered
in the Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States as defined in Regulation S of the Securities Act.  Accordingly, copies
of the Tender Offer Memorandum and any other documents or materials relating
to the Offer (including this announcement) are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the
United States. Any purported tender of Notes in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a non-discretionary basis for
a principal giving instructions from within the United States will be invalid
and will not be accepted.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offer from the United States.  For the purposes of this and the above
paragraph, "United States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

Republic of Uzbekistan

The Offer 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 Offer (including this announcement) has
been or shall be distributed to the public in the Republic of Uzbekistan.

Italy

None of the Offer, the Tender Offer Memorandum or any other document or
materials relating to the Offer (including this announcement) have 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 Offer is being carried out in the Republic of Italy ("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.  Accordingly, Noteholders or beneficial owners of the Notes that
are located in Italy can tender Notes for purchase in 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 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-à-vis its clients in connection with the
Notes and/or the Offer.

United Kingdom

The communication of the Tender Offer Memorandum by the Offeror and any other
documents or materials relating to the Offer (including this announcement) 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 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The 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 Offer (including this announcement)
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 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, are eligible to participate in the
Offer.  The Tender Offer Memorandum has not been and will not be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.

General

None of this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes in the Offer 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 Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of the Dealer Managers' respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by such Dealer Manager or affiliate, as the case may be, on behalf
of the Offeror in such jurisdiction in accordance with applicable laws and
regulations.

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in the "Procedures for Participating in the
Offer" section of 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, each Dealer
Manager 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 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 shall not be accepted.

New Notes

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the final prospectus to be prepared in
connection with the offering of the New Notes (the "Prospectus") and no
reliance is to be placed on any representations other than those contained in
the Prospectus.  The Offeror has also prepared a prospectus in preliminary
form relating to the offering of the New Notes (the "Preliminary Prospectus").
Subject to compliance with all applicable securities laws and regulations, the
Preliminary Prospectus is available from the Dealer Managers (in their
capacities as joint bookrunners of the issue of the New Notes) on request.

In addition, the New Notes have not been, and will not be, registered under
the Securities Act or the securities laws of any other jurisdiction. The New
Notes may not be offered in the United States absent registration or an
exemption from registration. Accordingly, the New Notes are being offered and
sold only to investors who are either (1) qualified institutional buyers as
defined in and in reliance on Rule 144A under the Securities Act or (2)
outside the United States in compliance with Regulation S under the Securities
Act. 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.

Compliance information for the New Notes:

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

No EEA PRIIPs or UK PRIIPs key information document ("KID") has been prepared
as not available to retail in EEA or 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
Prospectus and the Prospectus.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

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