REG - Zambia (Republic of) - Early Results Announcement

TPGAnnouncement

28/05/2024 09:00

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RNS Number : 0687Q  Zambia (Republic of) (MoF)  28 May 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 May 2024

the republic of zambia

results of voting on the consent solicitation as at the early consent deadline

On 13 May 2024, the Republic of Zambia, represented by the Ministry of Finance
of Zambia (the "Issuer" or "Zambia") announced the launch of a consent
solicitation (the "Consent Solicitation") in respect of its:

·    U.S.$750,000,000 5.375 per cent. Notes due 2022 (Regulation S ISIN:
XS0828779594, Common Code: 082877959; Rule 144A ISIN: US988895AA69, CUSIP:
988895AA6) (the "2022 Notes");

·    U.S.$1,000,000,000 8.500 per cent.  Notes due 2024 (Regulation S
ISIN: XS1056386714, Common Code: 105638671; Rule 144A ISIN: US988895AE81,
CUSIP: 988895AE8) (the "2024 Notes"); and

·    U.S.$1,250,000,000 8.970 per cent. Notes due 2027 (Regulation S ISIN:
XS1267081575, Common Code: 126708157; Rule 144A ISIN: US988895AF56, Common
Code: 126844646, CUSIP: 988895AF5) (the "2027 Notes"),

in each case issued by the Issuer (each, a "Series" and, together, the
"Existing Notes").

Zambia is soliciting consents (the "Consent Solicitation") from the holders of
the outstanding Existing Notes (the "Noteholders") to consider and, if thought
fit, pass extraordinary resolutions (the "Extraordinary Resolutions") at
meetings of the Noteholders to be held on 4 June 2024 (the "Meetings") to
approve, inter alia, mandatorily exchanging the Existing Notes of that Series
for New Notes (the "Proposal"). The Consent Solicitation is made on the terms
and subject to the conditions set forth in the Consent Solicitation Memorandum
dated 13 May 2024 (the "Memorandum"), which is available to Noteholders from
the Consent Website:  http://projects.morrowsodali.com/zambia
(http://projects.morrowsodali.com/zambia) , subject to eligibility
confirmation and registration, or by contacting Morrow Sodali Limited (the
"Information and Tabulation Agent"), the contact details for which are set out
at the end of this announcement. Terms used in this announcement but not
defined herein have the respective meanings given to them in the Memorandum.

Zambia is pleased to announce that, as at the Early Consent Deadline of 5:00
p.m. (New York City time) on 24 May 2024, the following Voting Instructions
have been validly submitted and received by the Information and Tabulation
Agent:

 

 

 Description of the Existing Notes                    ISIN               Voting Instructions Received in Principal Amount of Existing Notes of the  Voting Instructions Received as Percentage of Outstanding Principal Amount of  Percentage of Voting Instructions in Favour of the Relevant Extraordinary
                                                                         Relevant Series                                                            Existing Notes of the Relevant Series                                          Resolution(3)
 U.S.$750,000,000 5.375 per cent. Notes due 2022      XS0828779594       U.S.$712,174,000                                                            94.96%(1)                                                                      100%

(Regulation S)
                                                      US988895AA69

(Rule 144A)
 U.S.$1,000,000,000 8.500 per cent.  Notes due 2024   XS1056386714       U.S.$921,030,000                                                            92.10%(1)                                                                      100%

(Regulation S)
                                                      US988895AE81

(Rule 144A)
 U.S.$1,250,000,000 8.970 per cent. Notes due 2027    XS1267081575       U.S.$1,200,398,000                                                         96.03%(2)                                                                       100%

(Regulation S)
                                                      US988895AF56

(Rule 144A)

 

(1)       The quorum required at the original meeting for the 2022 Notes
and 2024 Notes one or more persons present and holding or representing at
least two-thirds of the aggregate principal amount of the outstanding 2022
Notes or 2024 Notes.

(2     )The quorum required at the original meeting for the 2027 Notes is
two or more persons present and holding or being proxies or
 representatives and holding or representing in the aggregate not less than
three-quarters of the principal amount of the 2027 Notes for   the time
being outstanding.

(3)     The threshold required to pass the Extraordinary Resolutions in
respect of each Series of Existing Notes is a majority of not less than
three-quarters of the aggregate principal amount of the outstanding Existing
Notes of the relevant Series which are represented at the relevant Meeting.

 

On the basis of the Voting Instructions received as at the Early Consent
Deadline, Zambia expects that the Meetings will be quorate and that each of
the Extraordinary Resolutions in respect of each Series of Existing Notes will
be approved at the relevant Meeting.

Voting Deadline

In order to participate in the Consent Solicitation, those Noteholders that
have not already submitted (or arranged to have submitted on their behalf)
Voting Instructions must submit (or arrange to have submitted on their behalf)
Voting Instructions by no later than the Voting Deadline on 5:00 p.m. (New
York City time) on 30 May 2024 in accordance with the terms and the procedures
set out in the Memorandum.

Settlement Instructions

In order to receive New Notes pursuant to the Exchange on the Settlement Date
or, as the case may be, the Substitute Consideration on the Cash Proceeds
Distribution Date, those Noteholders that have not already submitted
Settlement Instructions must submit (or arrange to have submitted on their
behalf) Settlement Instructions certifying such Noteholder's status as an
Eligible Holder or an Ineligible Holder (as the case may be) in accordance
with the procedures set forth below.

Euroclear / Clearstream Notes

An Electronic Voting Instruction submitted (and not subsequently withdrawn) by
a Direct Participant in respect of Euroclear / Clearstream Notes at or prior
to the Voting Deadline shall qualify as the relevant Beneficial Owner's
Settlement Instruction if such Electronic Settlement Instruction specifies, in
addition to any information required by the relevant Clearing System, that
such Electronic Voting Instruction is submitted on behalf of a Beneficial
Owner:

(i)         who is an Eligible Holder that is (a) outside of the
United States and (b) not a Retail Investor; or

(ii)       who is not an Eligible Holder.

Noteholders may only submit Electronic Voting Instructions in respect of
principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof with respect to each Series of Existing Notes. A separate
Electronic Voting Instruction must be submitted on behalf of each Beneficial
Owner.

DTC Notes

In order to submit Settlement Instructions, DTC Direct Participants must
submit (and not subsequently withdraw) an Agent's Message through ATOP at or
prior to the Voting Deadline specifying the information set out below.

Each Agent's Message must specify that it is submitted on behalf of a
Beneficial Owner:

(i)         who is an Eligible Holder that is (a) a QIB or an
Accredited Investor and (b) not a Retail Investor; or

(ii)       who is not an Eligible Holder.

Noteholders may only submit Agent's Messages in respect of principal amounts
of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof with
respect to each Series of Existing Notes. A separate Agent's Message must be
submitted on behalf of each Beneficial Owner.

This announcement is released by The Republic of Zambia, represented by the
Ministry of Finance of Zambia, and contains information that qualified or may
have qualified as inside information for the purposes of 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 regarding the terms of the Consent Solicitation may be directed
to the Information and Tabulation Agent at the address and telephone number
specified below:

                           Morrow Sodali Limited

 In London:                              In Stamford:                      In Hong Kong:
 103 Wigmore Street
                                 29/F, No. 28 Stanley Street,

                                       333 Ludlow Street, 5th Floor

 London W1U 1QS
                                 Central, Hong Kong

                                       South Tower, CT 06902
 United Kingdom

                                         United States of America

 Telephone:  +44 20 4513 6933            Telephone:  +1 203 658 9457       Telephone:  +852 2319 4130

             Email:  zambia@investor.morrowsodali.com
             (mailto:zambia@investor.morrowsodali.com)
             Consent Website:  https://projects.morrowsodali.com/zambia
             (https://bonds.morrowsodali.com/zambiaconsent)

 

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