Ukraine (Min of Fin) - Settlement Announcement
03/09/2024 16:36
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RNS Number : 7626C Ukraine (Ministry of Finance) 03 September 2024
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LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
3 September 2024
Ukraine
represented by the Minister of Finance of Ukraine
announcement of successful settlement of exchange of outstanding SECURITIES
Ukraine, represented by the Minister of Finance of Ukraine (the "Issuer" or
"Ukraine") is pleased to announce today the successful completion of 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 of Ukraine
("Ukravtodor") (the "Ukravtodor Guaranteed Existing Notes") (each a "Series"
and together, the "Existing Notes").
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
1. Excludes Existing Notes owned or controlled by Ukraine or
any public sector instrumentality of Ukraine.
The Exchange Offer was approved by virtue of Written Resolutions passed on 28
August 2024 pursuant to the consent solicitation (the "Consent Solicitation")
in relation to the Existing Sovereign Notes and the Ukravtodor Guaranteed
Existing Notes 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"). 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.
Further to the results announcement on 28 August 2024, Ukraine and Ukravtodor
are pleased to announce that:
(i) the Invitation Conditions have been met;
(ii) Ukraine and the Trustee executed the New Securities Trust
Deed in relation to the New Securities on 30 August 2024;
(iii) Ukraine and the Agents executed the New Securities Agency
Agreement in relation to the New Securities on 30 August 2024; and
(iv) Ukraine, Ukravtodor and the Trustee have executed the
Termination Deed in relation to the Existing Notes on 30 August 2024; and
therefore, the Effective Date has occurred.
Additionally, Ukraine and Ukravtodor confirm that the aggregate principal
amount of the New Securities to be delivered by Ukraine is as follows:
a. Step Up A Notes due 2029 in the aggregate principal amount of
U.S.$1,168,333,790 (ISIN XS2895055981, CUSIP 903724BZ4);
b. Step Up A Notes due 2034 in the aggregate principal amount of
U.S.$3,150,618,209 (ISIN XS2895056013, CUSIP 903724CA8);
c. Step Up A Notes due 2035 in the aggregate principal amount of
U.S.$2,946,419,792 (ISIN XS2895056369, CUSIP 903724CB6);
d. Step Up A Notes due 2036 in the aggregate principal amount of
U.S.$2,456,212,884 (ISIN XS2895056526, CUSIP 903724CC4);
e. Step Up B Notes due 2030 in the aggregate principal amount of U.S.$
531,039,055 (ISIN XS2895056872, CUSIP 903724CD2);
f. Step Up B Notes due 2034 in the aggregate principal amount of
U.S.$1,984,417,400 (ISIN XS2895056955, CUSIP 903724CE0);
g. Step Up B Notes due 2035 in the aggregate principal amount of
U.S.$1,626,613,414 (ISIN XS2895057177, CUSIP 903724CF7); and
h. Step Up B Notes due 2036 in the aggregate principal amount of
U.S.$1,355,510,540 (ISIN XS2895057334, CUSIP 903724CG5).
The New Securities are issued in registered form, without interest coupons in
denominations of U.S.$1,000 and in integral multiples of U.S.$1 in excess
thereof.
The Terms and Conditions of each series of Step Up A Notes and Step Up B Notes
are available for inspection on the website of the Ministry of Finance of
Ukraine under the following link https://mof.gov.ua/en/ozdp
(https://mof.gov.ua/en/ozdp) .
Holders that submitted valid Participation Instructions and certified their
status as an Eligible Holder received the New Securities Consideration to
which they are entitled pursuant to the terms of the Exchange Offer and the
Consent Fee. Holders that did not submit valid Participation Instructions 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 a separate 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.
Holders may refer to the Entitlements Calculator available on the Exchange and
Consent Website. The Entitlements Calculator is provided as a courtesy to
Holders (and relevant intermediaries) and is for indicative calculation of
entitlements in the Exchange Offer and is for general information purposes
only. None of Ukraine, Ukravtodor or Morrow Sodali (trading as Sodali &
Co) gives any warranties, representations or undertakings nor assumes any
liabilities with respect to any of the content of Entitlements Calculator
(including, without limitation, any as to the quality, accuracy, completeness
or fitness for any particular purpose of such content). Holders should be
aware that they will need to provide the relevant clearing system instruction
reference number(s) in order to retrieve details of their entitlements.
Ukraine also hereby announces to Holders that the Committee Success Fees
Shortfall to be deducted from the first interest payment in respect of the
Step Up A Bonds due 2034 will be U.S.$3.35 per U.S.$1,000 in principal amount
of the Step Up A Bonds (rounded to the nearest cent) meaning that Holders will
receive a net amount of U.S.$5.40 per U.S.$1,000 in principal amount of the
Step Up A Bonds on the first interest payment date in respect of the Step Up A
Bonds due 2034, which falls on 1 February 2025.
This announcement is released by Ukraine, represented by the Minister of
Finance, 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 Consent Solicitation and the Proposal
described above.
Any questions may be directed to the Information, Tabulation and Exchange
Agent at the email address or telephone numbers 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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