Ukraine (Min of Fin) - Results Announcement
28/08/2024 15:35
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RNS Number : 0421C Ukraine (Ministry of Finance) 28 August 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 MEMORANDUM (AS DEFINED BELOW).
28 August 2024
Ukraine
represented by the Minister of Finance of Ukraine
announcement of the results of the EXCHANGE OFFER AND consent solicitation
On 9 August 2024, Ukraine, represented by the Minister of Finance of Ukraine
(the "Issuer" or "Ukraine") announced the launch of:
1. an exchange offer (the "Exchange Offer") to the holders of the
following outstanding securities issued by Ukraine (the "Existing Sovereign
Notes") and the State Agency for Restoration and Development of Infrastructure
("Ukravtodor") (the "Ukravtodor Guaranteed Existing Notes") (each a "Series"
and together, the "Existing Notes"), and
2. together with Ukravtodor, the launch of a consent solicitation (the
"Consent Solicitation") in relation to the Existing Sovereign Notes and the
Ukravtodor Guaranteed Existing Notes to solicit consents to approve certain
written resolutions upon the terms and subject to the conditions set forth in
the Exchange Offer and Consent Solicitation Memorandum dated 9 August 2024, as
amended and restated on 12 August 2024 and as further amended on 23 August
2024 (the "Memorandum") (the Exchange Offer and Consent Solicitation,
together, the "Invitation").
The Existing Sovereign Notes
ISIN/Common Code/CUSIP Outstanding Principal Amount((1))
U.S. Dollar 7.75 per cent. Notes due 2024 (the "2024 Notes") Regulation S ISIN: XS1303921214 U.S.$912,354,000
Common Code: 130392121
Rule 144A ISIN: US903724AP76
CUSIP: 903724AP7
U.S. Dollar 7.75 per cent. Notes due 2025 (the "2025 Notes") Regulation S ISIN: XS1303921487 U.S.$1,355,231,000
Common Code: 130392148
Rule 144A ISIN: US903724AQ59
CUSIP: 903724AQ5
U.S. Dollar 7.75 per cent. Notes due 2026 (the "2026A Notes") Regulation S ISIN: XS1303925041 U.S.$1,339,057,000
Common Code: 130392504
Rule 144A ISIN: US903724AR33
CUSIP: 903724AR3
U.S. Dollar 8.994 per cent. Notes due 2026 (the "2026B Notes") Regulation S ISIN: XS1902171591 U.S.$750,000,000
Common Code: 190217159
Rule 144A ISIN: US903724BW19
CUSIP: 903724BW1
U.S. Dollar 7.75 per cent. Notes due 2027 (the "2027 Notes") Regulation S ISIN: XS1303925470 U.S.$1,328,887,000
Common Code: 130392547
Rule 144A ISIN: US903724AS16
CUSIP: 903724AS1
U.S. Dollar 7.75 per cent. Notes due 2028 (the "2028 Notes") Regulation S ISIN: XS1303926528 U.S.$1,317,940,000
Common Code: 130392652
Rule 144A ISIN: US903724AT98
CUSIP: 903724AT9
U.S. Dollar 7.75 per cent. Notes due 2029 (the "2029 Notes") Regulation S ISIN: XS1303927179 U.S.$1,307,161,000
Common Code: 130392717
Rule 144A ISIN: US903724AU61
CUSIP: 903724AU6
U.S. Dollar 9.750 per cent. Notes due 2030 (the "2030 Notes") Regulation S ISIN: XS1902171757 U.S.$1,600,000,000
Common Code: 190217175
Rule 144A ISIN: US903724BV36
CUSIP: 903724BV3
U.S. Dollar 6.876 per cent. Notes due 2031 (the "2031 Notes") Regulation S ISIN: XS2010028699 U.S.$1,750,000,000
Common Code: 201002869
Rule 144A ISIN: US90372UAR59
CUSIP: 90372UAR5
U.S. Dollar 7.375 per cent. Notes due 2034 (the "2034 Notes") Regulation S ISIN: XS1577952952 U.S.$3,000,000,000
Common Code: 157795295
Rule 144A ISIN: US903724BM37
CUSIP: 903724BM3
U.S. Dollar 7.253 per cent. Notes due 2035 (the "2035 Notes") Regulation S ISIN: XS2010030836 U.S.$2,600,000,000
Common Code: 201003083
Rule 144A ISIN: US903724BY74
CUSIP: 903724BY7
Euro 6.75 per cent. Notes due 2028 (the "2028 EUR Notes") Regulation S ISIN: XS2015264778 €1,000,000,000
Common Code: 201526477
Rule 144A ISIN: XS2015265072
Common Code: 201526507
Euro 4.375 per cent. Notes due 2032 (the "2032 EUR Notes") Regulation S ISIN: XS2010033343 €1,250,000,000
Common Code: 201003334
Rule 144A ISIN: XS2010033186
Common Code: 201003318
The Ukravtodor Guaranteed Existing Notes
ISIN/Common Code/CUSIP Outstanding Principal Amount((1))
U.S. Dollar 6.25 per cent. Guaranteed Amortising Notes due 2030 (the Regulation S ISIN: XS2357277149 U.S.$ 700,000,000
"Ukravtodor Guaranteed Existing Notes")
Common Code: 235727714
Rule 144A ISIN: US857329AA47
CUSIP: 857329AA4
in each case issued by the Issuer (each, a "Series" and, together, the
"Existing Notes").
Terms used in this announcement but not defined herein have the respective
meanings given to them in the Memorandum, which is available to Holders from
the Exchange and Consent Website: https://projects.sodali.com/Ukraine
(https://projects.sodali.com/Ukraine) , subject to eligibility confirmation
and registration, or by contacting Sodali & Co (the "Information,
Tabulation and Exchange Agent"), the contact details for which are set out at
the end of this announcement.
Ukraine and Ukravtodor are pleased to announce that:
(i) the Requisite Consents have been obtained in relation to
all Series of Existing Notes;
(ii) No Series of Existing Notes have been re-designated;
(iii) the Minimum Participation Condition has been met;
(iv) the Written Resolutions in respect of each Series of Existing
Notes were duly passed and the Mandatory Exchange of the Existing Notes of
each Series for New Securities, has been approved;
(v) the Dollar Equivalent that will be used to convert amounts
in euros into U.S. dollars for purposes of determining the amount of New
Securities and Consent Fee that each Eligible Holder will receive pursuant to
the Invitation shall be Euro 0.8959 per U.S.$1.00; and
(vi) the ISIN codes and CUSIPS of the New Securities to be
delivered by Ukraine on the Settlement Date pursuant to the Invitation are as
follows:
a. Step Up A Notes due 2029 (ISIN XS2895055981, CUSIP 903724BZ4);
b. Step Up A Notes due 2034 (ISIN XS2895056013, CUSIP 903724CA8);
c. Step Up A Notes due 2035 (ISIN XS2895056369, CUSIP 903724CB6);
d. Step Up A Notes due 2036 (ISIN XS2895056526, CUSIP 903724CC4);
e. Step Up B Notes due 2030 (ISIN XS2895056872, CUSIP 903724CD2);
f. Step Up B Notes due 2034 (ISIN XS2895056955, CUSIP 903724CE0);
g. Step Up B Notes due 2035 (ISIN XS2895057177, CUSIP 903724CF7); and
h. Step Up B Notes due 2036 (ISIN XS2895057334, CUSIP 903724CG5).
By virtue of the Written Resolutions passed today, the Holders of the Existing
Notes have approved the irrevocable and unconditional waiver and authorisation
of any breach or any alleged breach whatsoever of any other obligation under
or in respect of the Existing Notes which may have been breached, may be
breached or may be capable of being breached as a result of the suspension of
payments thereunder by the Issuer or by the threat of, in anticipation of, in
connection with, or as a result of, the Mandatory Exchange and the
Cancellation.
In the aggregate, Ukraine and Ukravtodor have received and accepted
Participation Instructions of over 97.38 per cent. of the aggregate principal
amount of the outstanding Existing Notes with the participation levels per
Series of Existing Notes ranging from 95 per cent. to 98.87 per cent.
Following the approval of the Mandatory Exchange, and subject to the
satisfaction or (where capable of being waived) waiver of the Invitation
Conditions, Ukraine expects that the Settlement Date will occur on 30 August
2024. On the Settlement Date: (i) those Holders that submitted (and did not
subsequently withdraw) valid Participation Instructions in certifying their
status as an Eligible Holder by 5:00 p.m. (New York City time) on 27 August
2024 will receive the New Securities Consideration, (ii) all Existing Notes
exchanged pursuant to the Exchange Offer and as a result of the effectiveness
of the Written Resolution will be cancelled; and (iii) those Eligible Holders
that submitted (and did not subsequently withdraw) valid Participation
Instructions by 5:00 p.m. (New York City time) on 27 August 2024 will receive
the Consent Fee. Holders that submitted (and did not subsequently withdraw)
valid Participation Instructions certifying such Holders' status as an
Ineligible Holder by 5:00 p.m. (New York City time) on 27 August 2024 will
receive the Mandatory Substitute Consideration and Consent Fee on Cash
Proceeds Distribution Date in accordance with the terms of the Cash Proceeds
Arrangement described in the Memorandum.
Holders that have not submitted (or arranged to have submitted on their
behalf) valid Participation Instructions by 5:00 p.m. (New York City time) on
27 August 2024 will be subject to the Holding Period Arrangement described in
the Memorandum and, following the Settlement Date, will need to submit Holding
Period Exchange Instructions certifying its status as an Eligible Holder on or
prior to the Holding Period Termination Deadline in order to receive the
Mandatory Exchange Consideration on the Holding Period Distribution Date.
Ineligible Holders and holders who fail to submit a valid Holding Period
Exchange Instruction will receive the cash proceeds from the Sale of the
Mandatory Exchange Consideration once all relevant Sales of Mandatory Exchange
Consideration have been completed following the Holding Period Termination
Deadline. Ukraine will make an announcement concerning the Holding Period
Arrangement and Cash Proceeds Arrangement, including the procedures for
submitting Holding Period Instructions, following the Settlement Date. Sales
of Mandatory Exchange Consideration will be for cash and on terms that Ukraine
determines are commercially reasonable. If Ukraine or its agent or broker is
unable to find buyers for the relevant New Securities in the open market
within 6 months of the Holding Period Termination Deadline, any remaining New
Securities shall be cancelled.
In relation to the Existing Notes of those Holders who did not participate in
the Invitation, the trading of the Existing Notes will be stopped in the
Clearing Systems on 28 August 2024 for the purposes of giving effect to the
Mandatory Exchange.
Ukraine and Ukravtodor will be looking to publish a separate announcement
confirming the aggregate principal amount of the New Securities to be
delivered by Ukraine on the Settlement Date pursuant to the Invitation.
This announcement is released by Ukraine, represented by the Minister of
Finance of Ukraine and Ukravtodor, and contains information that qualified or
may have qualified as inside information for the purposes of Article 7 of
Regulation (EU) 596/2014 and Article 7 of Regulation (EU) 596/2014 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, encompassing information relating to the Exchange
Offer, Consent Solicitation and the Invitation described above.
Any questions regarding the terms of the Exchange Offer and Consent
Solicitation may be directed to the Information, Tabulation and Exchange Agent
at the address and telephone number specified below:
Sodali & Co:
In London: In Stamford: In Hong Kong:
122 Leadenhall Street
29/F
333 Ludlow Street
London EC3V 4AB
No. 28 Stanley Street
South Tower, 5th Floor
United Kingdom
Central
Stamford, CT 06902
Hong Kong
United States of America
Telephone: +44 20 4513 6933 Telephone: +1 203 658 9457 Telephone: +852 2319 4130
Exchange and Consent Website: https://projects.sodali.com/Ukraine
(https://projects.sodali.com/Ukraine)
Email: Ukraine@investor.sodali.com
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