REG - Sri Lanka (Republic) - Announcement of Final Results of Invitation

Sa Sa International HoldingsAnnouncement

17/12/2024 08:15

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RNS Number : 3109Q  Sri Lanka (G.D.S. Republic of)  16 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE INVITATION MEMORANDUM (AS
DEFINED BELOW).

Colombo, Sri Lanka, December 16, 2024

THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA

FINAL RESULTS OF CONSENT SOLICITATION AND INVITATION TO EXCHANGE (THE
"INVITATION") IN RESPECT OF THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA'S
EXISTING BONDS

On November 25, 2024, the Government of the Democratic Socialist Republic of
Sri Lanka (the "Republic"), launched:

(i)         a solicitation of consents (i) from Holders of the Republic's
outstanding Aggregated CAC Existing Bonds with respect to the Aggregated CAC
Existing Bonds Proposed Modifications, to be effected by way of a mandatory
exchange of such bonds for the applicable New Securities or Substitute
Consideration (the "Aggregated CAC Consent Solicitation"); and (ii) from
Holders of the Republic's Non-Aggregated CAC Existing Bonds with respect to
the Non-Aggregated CAC Existing Bonds Proposed Modifications and the
Non-Aggregated CAC Modified Bonds Proposed Modifications, to be effected by
way of a mandatory exchange of such bonds for the applicable New Securities or
Substitute Consideration (each a "Non-Aggregated CAC Consent Solicitation" and
together with the Aggregated CAC Consent Solicitation, the "Consent
Solicitations");

(ii)       an invitation to Eligible Holders of the Aggregated CAC
Existing Bonds and the Non-Aggregated CAC Existing Bonds (as modified, if
applicable) to exchange their Existing Bonds for the applicable New Securities
(as further described in the invitation memorandum (as defined below))
(respectively, the "Aggregated CAC Existing Bonds Invitation to Exchange" and
the "Non-Aggregated CAC Existing Bonds Invitation to Exchange"); and

(iii)       an invitation to Eligible Holders of 2022 Bonds to exchange
their 2022 Bonds for the applicable New Securities (the "2022 Invitation to
Exchange", and together with the Aggregated CAC Existing Bonds Invitation to
Exchange and the Non-Aggregated CAC Existing Bonds Invitation to Exchange, the
"Invitations to Exchange").

The Consent Solicitations and Invitations to Exchange are hereafter
collectively referred to as the "Invitation". The invitation memorandum in
respect of the Invitation dated November 25, 2024 is hereafter referred to as
the "Invitation Memorandum".

The following table sets out the final results of the Invitation as at the
Expiration Deadline:

 Description                                                           ISIN/CUSIP                               Principal Amount Outstanding((1))  Instructions received as a % of the Principal Amount Outstanding
 Aggregated CAC Existing Bonds
 U.S.$1,250,000,000 5.750% Bonds due April 18, 2023                    Rule 144A: US85227SAV88 / 85227SAV8      U.S.$1,250,000,000                 98.21%

                                                                       Regulation S: USY8137FAK40 / Y8137FAK4
 U.S.$1,000,000,000 6.850% Bonds due March 14, 2024                    Rule 144A: US85227SAY28 / 85227SAY2      U.S.$1,000,000,000                 97.18%

                                                                       Regulation S: USY8137FAN88 / Y8137FAN8
 U.S.$500,000,000 6.350% Bonds due June 28, 2024                       Rule 144A: US85227SBA33 / 85227SBA3      U.S.$500,000,000                   99.64%

                                                                       Regulation S: USY8137FAQ10 / Y8137FAQ1
 U.S.$1,500,000,000 6.200% Bonds due May 11, 2027                      Rule 144A: US85227SAT33 / 85227SAT3      U.S.$1,500,000,000                 96.99%

                                                                       Regulation S: USY8137FAH11 / Y8137FAH1
 U.S.$1,250,000,000 6.75% Bonds due April 18, 2028                     Rule 144A: US85227SAW61 / 85227SAW6      U.S.$1,250,000,000                 98.98%

                                                                       Regulation S: USY8137FAL23 / Y8137FAL2
 U.S.$1,400,000,000 7.850% Bonds due March 14, 2029                    Rule 144A: US85227SAZ92 / 85227SAZ9      U.S.$1,400,000,000                 98.61%

                                                                       Regulation S: USY8137FAP37 / Y8137FAP3
 U.S.$1,500,000,000 7.550% Bonds due March 28, 2030                    Rule 144A: US85227SBB16 / 85227SBB1      U.S.$1,500,000,000                 99.05%

                                                                       Regulation S: USY8137FAR92 / Y8137FAR9
 Non-Aggregated CAC Existing Bonds
 U.S.$650,000,000 6.125% Bonds due June 3, 2025                        Rule 144A: US85227SAN62 / 85227SAN6      U.S.$650,000,000                   96.54%

                                                                       Regulation S: USY8137FAC24 / Y8137FAC2
 U.S.$1,500,000,000 6.850% Bonds due November 3, 2025                  Rule 144A: US85227SAQ93 / 85227SAQ9      U.S.$1,500,000,000                 98.42%

                                                                       Regulation S: USY8137FAE89 / Y8137FAE8
 U.S.$1,000,000,000 6.825% Bonds due July 18, 2026                     Rule 144A: US85227SAR76 / 85227SAR7      U.S.$1,000,000,000                 99.20%

                                                                       Regulation S: USY8137FAF54 / Y8137FAF5
 2022 Bonds
 U.S.$1,000,000,000 5.875% Bonds due July 25, 2022 (the "2022 Bonds")  Rule 144A: US85227SAK24 / 85227SAK2      U.S.$1,000,000,000                 73.13%

                                                                       Regulation S: USY2029SAH77 / Y2029SAH7

____________

((1))    As of the date of the Invitation Memorandum. The term
"Outstanding" for each Series of Existing Bonds has the meaning ascribed to it
in the applicable Existing Indenture.

The Invitation expired at the Expiration Deadline, and no further Instructions
in respect of the Existing Bonds may be given pursuant to the Invitation. As
such, the Republic announces today that it has received Instructions that
result in 97.86% of the aggregate principal amount Outstanding of Existing
Bonds being either modified pursuant to the Proposed Modifications and
exchanged for New Securities, or otherwise exchanged for New Securities.

On the basis of the final results, the Republic hereby confirms that:

(a)         the Minimum Participation Condition has been met;

(b)       pursuant to and in accordance with the terms of the Invitation,
the Non-Aggregated CAC Existing Bonds Requisite Consents have been met and as
such the Republic will implement the Non-Aggregated CAC Existing Bonds
Proposed Modification and, immediately thereafter, the Non-Aggregated CAC
Modified Bonds Proposed Modification by way of a mandatory exchange of the
Non-Aggregated CAC Existing Bonds for an allocation of New Securities;

(c)        pursuant to and in accordance with the terms of the Invitation,
the Aggregated CAC Existing Bonds Requisite Consents have been met and as such
the Republic will implement the Aggregated CAC Existing Bonds Proposed
Modifications by way of a mandatory exchange of the Aggregated CAC Existing
Bonds for an allocation of New Securities; and

(d)          all Settlement Conditions have been satisfied or will be
satisfied by the Settlement Date.

The following table sets out a summary of the New Eurobonds which the Republic
expects to issue (subject to the terms and conditions described in the
Invitation Memorandum) pursuant to the Invitation:

 Description                               ISIN/Common Code           Principal Amount to be Issued
 Step-Up Macro-Linked Bonds due 2030       Rule 144A:                 U.S.$1,086,993,557

                                           XS2966241528 / 296624152

                                           Regulation S:

                                           XS2966241361 / 296624136
 Step-Up Macro-Linked Bonds due 2033       Rule 144A:                 U.S.$2,132,120,275

                                           XS2966241791 / 296624179

                                           Regulation S:

                                           XS2966241445 / 296624144
 Step-Up Macro-Linked Bonds due 2036       Rule 144A:                 U.S.$999,165,345

                                           XS2966241874 / 296624187

                                           Regulation S:

                                           XS2966241957 / 296624195
 Step-Up Macro-Linked Bonds due 2038       Rule 144A:                 U.S.$1,999,171,191

                                           XS2966242252 / 296624225

                                           Regulation S:

                                           XS2966242096 / 296624209
 Step-Up Governance-Linked Bonds due 2035  Rule 144A:                 U.S.$1,439,672,065

                                           XS2966242336 / 296624233

                                           Regulation S:

                                           XS2966242179 / 296624217
 4.00% PDI Bonds due 2028                  Rule 144A:                 U.S.$1,647,735,257

                                           XS2966242419 / 296624241

                                           Regulation S:

                                           XS2966242500 / 296624250
 USD Step-Up Bonds due 2038                Rule 144A:                 U.S.$1,126,487,250

                                           XS2966242765 / 296624276

                                           Regulation S:

                                           XS2966242682 / 296624268

 

Pursuant to the Invitation, the Republic also expects to issue (subject to the
terms and conditions described in the Invitation Memorandum): (i) Local LKR
Bonds in aggregate principal amount of LKR 155,728,601,320; and (ii) Exchange
Fee Bonds due 2024 in aggregate principal amount of U.S.$215,237,873 (ISIN /
Common Code: Rule 144A: XS2966243144 / 296624314, Regulation S: XS2966243060 /
296624306).

Eligible Holders who have participated in the Invitation will receive their
allocations according to their chosen options (being either the Global Bonds
Option or the Local Bonds Option), subject to the terms and conditions
specified in the Invitation Memorandum.

The Republic also hereby announces to Holders that the Committees' Expenses
Shortfall to be deducted from the First PDI Amortization Amount is
U.S.$11,173,118.53, equal to approximately U.S.$6.78 per U.S.$1,000 in
principal amount of PDI Bonds, and as such Holders who have submitted
Instructions will (subject to the terms and conditions of the Invitation)
receive a net amount of approximately U.S.$63.22 per U.S.$1,000 in principal
amount of PDI Bonds on the Accrued Consideration Settlement Date.

Subject to the terms and conditions described in the Invitation Memorandum,
the New Eurobonds, the Exchange Fee Bonds and the Local LKR Bonds will be
issued on or around December 20, 2024, with the complete settlement process
expected to be finalised shortly thereafter.

On or around December 20, 2024, the Republic will: (i) in respect of the
Existing Bonds other than the 2022 Bonds, arrange for the cancellation of the
Existing Bonds; and (ii) in respect of the 2022 Bonds, arrange for the
mark-down of the 2022 Bonds to reflect the aggregate principal amount tendered
and accepted for exchange pursuant to the Invitation. For the avoidance of
doubt, Holders of the 2022 Bonds who did not submit Instructions in respect of
the Invitation, will continue to hold their 2022 Bonds.

Following the Settlement Date, the Republic will arrange for the delisting of
the Existing Bonds (other than the 2022 Bonds) from the SGX and the ISM (as
applicable). For the avoidance of doubt, the 2022 Bonds which are outstanding
following the Settlement Date will remain, for the time being, listed on SGX,
however the Republic may, in the future, decide (in its sole discretion) to
delist such then-outstanding 2022 Bonds.

For the avoidance of doubt, in preparation for the Settlement Date all
uninstructed Aggregated CAC Existing Bonds and Non-Aggregated CAC Existing
Bonds may be blocked from trading by the relevant Clearing Systems on or
promptly following this announcement (and as a result any secondary market
trades in respect thereof will not be able to settle).

Eligible Holders that submitted Instructions prior to the Expiration Deadline
but that have not submitted (or arranged to have submitted on their behalf)
valid Settlement Account Details, will be subject to the International Holding
Period Arrangement as described further in the Invitation Memorandum.

Eligible Holders that submitted Instructions prior to the Expiration Deadline
but that have not submitted (or arranged to have submitted on their behalf)
valid Local Settlement Details, will be subject to the Local Holding Period
Arrangement as described further in the Invitation Memorandum.

Eligible Holders (other than Holders of the 2022 Bonds) that did not submit
(or arrange to have submitted on their behalf) Instructions prior to the
Expiration Deadline, will be subject to the International Holding Period
Arrangement as described further in the Invitation Memorandum.

Ineligible Holders will be subject to the Cash Proceeds Arrangement as
described further in the Invitation Memorandum.

The Republic expects to publish an announcement upon the Settlement Date with
further details on the International Holding Period Arrangement and Local
Holding Period Arrangement.

Terms used in this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.

This announcement is made by Sri Lanka and constitutes a public disclosure of
inside information under Regulation (EU) 596/2014 as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018.

Any questions regarding the terms of the Invitation may be directed to the
Dealer Manager and questions regarding settlement should be directed to the
Information, Tabulation and Exchange Agent. The contact details for each are
specified below:

 Dealer Manager

 Citigroup Global Markets Inc

 388 Greenwich Street

 New York, New York 10013

 United States

 Telephone: +1 212 723 6106 (in New York)

 +91 22 6175 9707 (in Asia)

 Email: gosl.invitation@citi.com (mailto:gosl.invitation@citi.com)

 

 Information, Tabulation and Exchange Agent

 Sodali & Co

 In London:                                                       In Stamford:                                        In Hong Kong:
 The Leadenhall Building, 122 Leadenhall Street London, EC3V 4AB  333 Ludlow Street, 5th Floor South Tower, CT 06902  29/F, No. 28 Stanley Street Central, Hong Kong

 United Kingdom                                                   United States of America

 Telephone: +44 20 4513 6933                                      Telephone: +1 203 658 9457                          Telephone: +852 2319 4130
 Email: srilanka@investor.sodali.com
 Invitation Website: https://projects.sodali.com/srilanka
 (https://projects.sodali.com/srilanka)

Disclaimer

This announcement must be read in conjunction with the Invitation Memorandum,
the launch announcement dated November 25, 2024 and the indicative results
announcement dated December 13, 2024. No offer or invitation to acquire or
sell any securities is being made pursuant to this announcement. The Dealer
Manager does not take responsibility for the contents of this announcement.

Neither the Invitations nor the New Securities or the Exchange Fee Bonds have
been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any other
jurisdiction.  Unless they are registered under the Securities Act, the New
Securities and the Exchange Fee Bonds may be offered only in transactions that
are exempt from registration under the Securities Act. Accordingly, the
Invitations to Exchange were directed only to Holders of Existing Bonds that
are: (i) "qualified institutional buyers" as defined in Rule 144A under the
Securities Act ("QIBs"),  or (ii) non-U.S. persons outside the United States
who (y) if located within a member state of the EEA or the UK, is a "qualified
investor" as defined in Regulation (EU) No 2017/1129, as amended or Regulation
(EU) No 2017/1129 as it forms part of domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018, respectively, or a duly designated proxy
thereof, and (z) if outside the EEA and the UK, eligible to receive the
Invitation under the laws of its jurisdiction an in reliance on Regulation S
under the Securities Act (each, an "Eligible Holder"). Any Holder who does not
certify its status as an Eligible Holder will not be entitled to participate
in the Invitations to Exchange (such Holders may however participate in the
Consent Solicitations and are eligible to receive the relevant redemption
consideration of the Exchange Fee Bonds following its maturity).

European Economic Area

The New Securities and the Exchange Fee Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these
purposes, a "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the EU Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Securities or the Exchange Fee Bonds or
otherwise making them available to retail investors in a Member State has been
prepared and therefore offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to any retail investor in a
Member State may be unlawful under the PRIIPs Regulation.

United Kingdom

This announcement is for distribution only to persons who (i) 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 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) in connection with the issue or sale of any New Securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This announcement
is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which the Invitation Memorandum relates is permitted only by Relevant Persons
and will be engaged in only with Relevant Persons.

The New Securities and the Exchange Fee Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes,
a "retail investor" means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of the UK Prospectus Regulation;
(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of the UK Prospectus Regulation; or (iii) not a qualified
investor as defined in the UK Prospectus Regulation. Consequently no key
information document required by document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the New Securities or the
Exchange Fee Bonds or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.

Italy

None of the Invitation Memorandum or any other document or materials relating
to the Invitation (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 Invitation 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 3 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Holders of the Existing Bonds that are located in
Italy can tender Existing Bonds for exchange pursuant to the Invitations
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 from time to time) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB, 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
Existing Bonds or the Invitation.

 

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