REG - Kenya (Republic of) - Result of Tender Offer

UniCredit SpAAnnouncement

26/02/2026 16:30

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RNS Number : 5869U  Kenya (The Republic of)  26 February 2026

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM DATED 18 FEBRUARY
2026 PREPARED BY THE REPUBLIC OF KENYA)

26 February 2026

THE REPUBLIC OF KENYA ANNOUNCES THE RESULTS OF THE TENDER OFFER FOR ITS
U.S.$1,000,000,000 7.250 per cent. Notes due 2028 and U.S.$1,200,000,000 8.000
per cent. Amortising Notes due 2032

The Republic of Kenya (the "Issuer" or the "Republic") today announces the
results of its invitation to eligible holders of its outstanding (i)
U.S.$1,000,000,000 7.250 per cent. Notes due 2028 (Reg S ISIN: XS1781710543;
Reg S Common Code: 178171054; 144A ISIN: US491798AG90; CUSIP: 491798 AG9) (the
"2028 Notes") and (ii) U.S.$1,200,000,000 8.000 per cent. Amortising Notes due
2032 (Reg S ISIN: XS1843435766; Reg S Common Code: 184343576; 144A ISIN:
US491798AK03; CUSIP: 491798 AK0) (the "2032 Notes", and together with the 2028
Notes, the "Notes") (each a "Series") to tender Notes of any Series for
purchase by the Republic for cash up to an aggregate principal amount of the
Notes of each Series as will result in the applicable maximum purchase amount
specified in the Tender Offer Memorandum (as defined below) being payable
(such invitations, the "Offers" and each an "Offer").

The Offers were announced on 18 February 2026 and were made on the terms and
subject to the conditions set out in the Tender Offer Memorandum dated 18
February 2026 (the "Tender Offer Memorandum") prepared by the Republic,
including the invitation and distributions restrictions set out therein.
Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Invitation was 5.00 p.m. (New York City time)
on 25 February 2026.

As at the Expiration Deadline, the Republic had received valid tenders of
U.S.$90,512,000 in aggregate principal amount of the 2028 Notes and
U.S.$892,119,000 in aggregate principal amount of the 2032 Notes for purchase
pursuant to the Offers.

On 19 February 2026, the Republic successfully priced two series of New Notes
in an aggregate principal amount of U.S.$2,250,000,000. The New Financing
Condition was satisfied on the closing date in respect of the issue of New
Notes on 26 February 2026.

With respect to the 2032 Notes, the aggregate principal amount of Notes
validly tendered would result in the applicable Maximum Purchase Amount
applicable to such 2032 Notes being exceeded. The Republic has accepted 2032
Notes for purchase subject to proration, with the final proration factor being
0.329471 and the aggregate principal amount of the 2032 Notes accepted for
purchase being U.S.$324,842,000.

The 2028 Notes validly tendered were accepted for purchase by the Republic in
full.

The Purchase Price for the Notes accepted for purchase is (i) U.S.$1,035.00
per U.S.$1,000 in principal amount of such 2028 Notes accepted for purchase
and (ii) U.S.$1,055.00 per U.S.$1,000 in principal amount of such 2032 Notes
accepted for purchase. Accrued Interest will be paid in addition to the
Purchase Price on such Notes.

The Settlement Date in respect of the Notes accepted for purchase will be 3
March 2026. All Notes accepted for purchase will be cancelled and will not be
reissued or resold. Any Notes that were not tendered or are not accepted for
purchase pursuant to the Offers will remain outstanding.

Citigroup Global Markets Limited and The Standard Bank of South Africa Limited
are acting as Dealer Managers and Citibank N.A., London Branch is acting as
Tender Agent.

Dealer Managers

 Citigroup Global Markets Limited               The Standard Bank of South Africa Limited

                                              30 Baker Street
 Citigroup Centre

                                              Rosebank
 Canada Square

                                              Johannesburg 2196
 Canary Wharf

                                              South Africa
 London E14 5LB

 United Kingdom

                                              Attention: Liability Management Group

                                              Telephone: +44 (0) 203 167 5210
 Attention: Liability Management Group

                                              Email: liabilitymanagement@standardsbg.com
 In Europe: +44 20 7986 8969

 In the United States:

 Toll Free: +1 800 558 3745

 Collect: +1 212 723 6106

 Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)

Tender Agent

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Attention: Exchange Team

Telephone: +44 (0)20 7508 3867

Email: citiexchanges@citi.com

 

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully. If you are in any doubt
as to the contents of this announcement or the Tender Offer Memorandum, you
are recommended to seek your own financial and legal advice, including as to
any tax consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal adviser. This
announcement is for informational purposes only.

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