TIDM80LW
RNS Number : 7712H
Republic of Uruguay
12 June 2017
FOR IMMEDIATE RELEASE
June 12, 2017
MONTEVIDEO, URUGUAY -
Tender Offer
The Republic of Uruguay ("Uruguay") announced today the
commencement of an offer to purchase for cash (the "Tender Offer")
the bonds listed in the table below (the "Old Bonds") such that the
aggregate Purchase Price to be paid for the Old Bonds tendered and
accepted for purchase pursuant to the Tender Offer is equal to a
maximum purchase amount to be determined by Uruguay in its sole
discretion (the "Maximum Purchase Amount"). The terms and
conditions of the Tender Offer are set forth in the offer to
purchase, dated June 12, 2017 (the "Offer to Purchase").
Capitalized terms used but not defined herein have the meanings
assigned to them in the Offer to Purchase (as defined below).
The Tender Offer is not conditioned upon any minimum
participation of Old Bonds but is conditioned, among other things,
on the pricing and closing of a new Peso-denominated bond of
Uruguay due 2022 (the "New Bonds") in an amount, with pricing and
on terms and conditions acceptable to Uruguay in its sole
discretion to be priced on the date hereof (the "New Bonds
Offering").
The tender period (the "Tender Period") will commence at 8:00
a.m., New York time, on Monday, June 12, 2017 and expire at 4:00
p.m., New York time, on the same day unless extended or earlier
terminated. The settlement of the Tender Offer is scheduled to
occur on Tuesday, June 20, 2017 (the "Tender Offer Settlement
Date"). Following the settlement of the New Bonds Offering, the
Billing and Delivering Bank (as defined herein) will purchase the
Old Bonds accepted by Uruguay pursuant to the Tender Offer and pay
a price per Ps. 1,000 nominal principal amount of such Old Bonds,
as adjusted by the Adjustment UI factor (as defined below), equal
to the fixed price indicated in the table below (the "Purchase
Price"). Holders whose Old Bonds are accepted in the Tender Offer
will also receive any accrued and unpaid interest on the Old Bonds
as adjusted by the Adjustment UI Factor of 2.29657963 and an
exchange rate of Ps. 28.217 to U.S.$1.00 (the "Accrued Interest")
on these Old Bonds up to (but excluding) the Tender Offer
Settlement Date. Accrued Interest will be payable in cash.
Nominal
Purchase
Price
Outstanding (per
Nominal Ps.
Principal 1,000
Amount Nominal
as of Monday, Principal Purchase
June 12, Common Amount) Price
Old Bonds 2017 ISIN CUSIP Code (1) (%)
-------------- ---------------------- -------------- ----------- ---------- ----------- ---------
5.00% Global
UI Bonds Ps.
due 2018 Ps. 7,795,848,806(2) US760942AT98 760942AT9 026799236 1,018.00 101.8%
(1) The nominal principal amount of Old Bonds validly
tendered and accepted will be adjusted by a factor
(the "Adjustment UI Factor") to reflect the increase
of the UI Index from the issuance date of the Old
Bonds to the Settlement Date, which is expected
to be June 20, 2017. As of the expected Settlement
Date, the Adjustment UI Factor would be 2.29657963,
which is the ratio of 3.6325, the value of the
UI index at Settlement Date, over 1.5817, the value
of the UI index at the time of the issuance of
the Old Bonds. The Purchase Price shall be converted
into U.S. dollars at an exchange rate of Ps. 28.217
to US$ 1.00.
(2) The principal amount of the Old Bonds outstanding,
as adjusted by the Adjustment UI Factor is Ps.
17,897,380,151 as of the date hereof.
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During the Tender Period, a holder of Old Bonds may place orders
to tender Old Bonds ("Tender Orders") only through one of the
Dealer Managers (as defined below). Holders will NOT be able to
submit tenders through Euroclear Bank S.A./N.V. ("Euroclear"),
Clearstream Banking, société anonyme ("Clearstream") or the
Depository Trust Company ("DTC") systems. If a holder does not have
an account with a Dealer Manager, such holder may place a tender
offer through any broker, dealer, commercial bank, trust company,
other financial institution or other custodian that it customarily
uses that has an account with a Dealer Manager. Your broker must
contact one of the Dealer Managers to submit a Tender Order on your
behalf.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the
billing and delivering bank for the Tender Offer (in such capacity,
the "Billing and Delivering Bank"), will consolidate all Tender
Orders and, upon instruction of Uruguay, accept Old Bonds for
purchase pursuant to the Tender Offer, subject to proration as
described in the Offer to Purchase, prior to 8:00 a.m., New York
time, on Tuesday, June 13, 2017 or as soon as possible thereafter.
Each of Uruguay and the Billing and Delivering Bank reserves the
right, in the sole discretion of each of them, not to accept any
Tender Orders for any reason. Tender Orders by a holder of Old
Bonds must be (a) in the case of Preferred Tenders (as defined
herein), in principal amounts of at least Ps. 1,000 and integral
multiples of Ps. 1,000 in excess thereof or (b) in the case of
Non-Preferred Tenders (as defined herein), in principal amounts of
at least Ps. 1.00 and integral multiples of Ps. 1.00 in excess
thereof ("Permitted Tender Amounts").
There is no letter of transmittal for the Tender Offer. If you
hold Old Bonds through DTC, they must be delivered to the relevant
Dealer Manager for settlement no later than 3:00 p.m., New York
time, on the Tender Offer Settlement Date. If you hold Old Bonds
through Euroclear or Clearstream, the latest process you can use to
deliver your Old Bonds to the Billing and Delivering Bank is the
overnight process, one day prior to the Tender Offer Settlement
Date; you may not use the optional daylight process. Failure to
deliver Old Bonds on time may result in any of the following (i) in
the cancellation of your tender and in you becoming liable for any
damages resulting from that failure, and/or (ii) in the delivery of
a buy-in notice for the purchase of such Old Bonds, executed in
accordance with customary brokerage practices for corporate fixed
income securities, and/or (iii) in the case of Preferred Tender (as
defined below), in the cancellation of your tender and in your
remaining obligation to purchase your allocation of New Bonds in
respect of your related order for New Bonds. Any holder whose
tender is cancelled will not receive the Purchase Price or Accrued
Interest. Holders will not have withdrawal rights with respect to
any tenders of Old Bonds in the Tender Offer. Old Bonds accepted
for purchase will be settled on a delivery versus payment basis
with the Billing and Delivering Bank on the Tender Offer Settlement
Date in accordance with customary brokerage practices for corporate
fixed income securities.
To the extent the aggregate Purchase Price would exceed the
Maximum Purchase Amount and proration occurs, preference will be
given to Tender Orders ("Preferred Tenders") submitted by holders
of Old Bonds who (i) place a firm bid for a principal amount of New
Bonds equal to the aggregate Purchase Price of Old Bonds tendered
in a preferred tender plus Accrued Interest divided by the issue
price of the New Bonds (the "Tender Preference Amount") and (ii)
specify at the time of submission of the Tender Order that such
Tender Order is a preferred tender.
All Old Bonds that are tendered pursuant to Tender Orders placed
through a Dealer Manager and are accepted by Uruguay will be
purchased by the Billing and Delivering Bank in such amounts as
Uruguay shall determine and subject to the terms and conditions of
the Offer to Purchase. Only the Billing and Delivering Bank will be
liable for the payment of the Purchase Price and Accrued Interest
for Old Bonds validly tendered and accepted by Uruguay. Uruguay
will not be liable under any circumstances for the payment of the
Purchase Price and Accrued Interest for any Old Bonds tendered in
the Tender Offer by any holder. The Billing and Delivery Bank shall
only have the obligation to sell to Uruguay the Old Bonds validly
tendered and accepted for purchase that the Billing and Delivery
Bank has actually purchased pursuant to the Tender Offer on the
Tender Offer Settlement Date. Tender Orders that are not for
Permitted Tender Amounts will not be accepted.
The Tender Offer is subject to Uruguay's right, at its sole
discretion and subject to applicable law, to instruct the Billing
and Delivering Bank to extend, terminate, withdraw, or amend the
Tender Offer at any time. Each of Uruguay and the Billing and
Delivering Bank reserves the right, in the sole discretion of each
of them, not to accept tenders for any reason.
The Offer to Purchase may be downloaded from the Information
Agent's website at http://www.gbsc-usa.com/uruguay or obtained from
the Information Agent, Global Bondholder Services Corporation, 65
Broadway - Suite 404, New York, New York 10006 (Tel. +1 (212) 430
3774, or toll free +1 (866) 807-2200) Attention: Corporate Actions,
or from any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
BBVA SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH MORGAN STANLEY & CO. LLC.
INCORPORATED
---------------------------------------- ----------------------------------------- ---------------------------------
1345 Avenue of the Americas, 44th Floor One Bryant Park 1585 Broadway
---------------------------------------- ----------------------------------------- ---------------------------------
New York, New York 10105 New York, New York 10036 New York, New York 10036
---------------------------------------- ----------------------------------------- ---------------------------------
United States of America United States of America United States of America
---------------------------------------- ----------------------------------------- ---------------------------------
Attention: Liability Management Attention: Liability Management Attention: Liability Management
---------------------------------------- ----------------------------------------- ---------------------------------
Phone: +1 212 728-2446 In the United States, In the United States,
call toll free: +1 800-292-0070 call toll free: +1 800-624-1808
---------------------------------------- ----------------------------------------- ---------------------------------
liabilitymanagement@bbva.com Outside the United States, Outside the United States,
call collect: +1 646-855-8988 call collect: +1 212-761-1057
---------------------------------------- ----------------------------------------- ---------------------------------
Questions regarding the Tender Offer may be directed to the
Dealer Managers at the above contact.
Contact information: Global Bondholder Services Corporation
Attention: Corporate Actions
65 Broadway - Suite 404
New York, NY 10006
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (866) 807-2200
website: http://www.gbsc-usa.com/uruguay/
Important Notice
The New Bonds Offering will be made solely by means of an
offering memorandum relating to that offering, and this
announcement does not constitute an offer to sell or the
solicitation of an order to buy any New Bonds. You may not
participate in the New Bonds Offering unless you have received and
reviewed the offering memorandum related to that offering, and not
in reliance on, or on the basis of, this announce or the Offer to
Purchase. The New Bonds will be offered only to qualified
institutional buyers in accordance with Rule 144A and to non-U.S.
persons outside the United States in reliance on Regulation S under
the Securities Act, and will not be registered under the Securities
Act or the securities laws of any other jurisdiction.
This announcement is not an offer to purchase or a solicitation
of an offer to sell the Old Bonds. The Tender Offer will be made
only by and pursuant to the terms of the Offer to Purchase, as may
be amended or supplemented from time to time.
The distribution of materials relating to the New Bonds Offering
and the Tender Offer, and the transactions contemplated by the New
Bonds Offering and Tender Offer, may be restricted by law in
certain jurisdictions. Each of the New Bonds Offering and the
Tender Offer is made only in those jurisdictions where it is legal
to do so. The New Bonds Offering and the Tender are void in all
jurisdictions where they are prohibited. If materials relating to
the New Bonds Offering or the Tender Offer come into your
possession, you are required to inform yourself of and to observe
all of these restrictions. The materials relating to the New Bonds
Offering and the Tender Offer do not constitute, and may not be
used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a
jurisdiction requires that the New Bonds Offering or the Tender
Offer be made by a licensed broker or dealer and a Dealer Manager
or any affiliate of a Dealer Manager is a licensed broker or dealer
in that jurisdiction, the New Bonds Offering or the Tender Offer,
as the case may be, shall be deemed to be made by the Dealer
Manager or such affiliate in that jurisdiction. Owners who may
lawfully participate in the Tender Offer in accordance with the
terms thereof are referred to as "holders."
In any EEA Member State this communication is only addressed to
and is only directed at qualified investors within the meaning of
the Prospectus Directive.
The New Bonds are not authorized for public offering under the
Austrian Capital Markets Act (Kapitalmarktgesetz) and no public
offers or public sales or invitation to make such an offer may be
made. No advertisements may be published and no marketing materials
may be made available or distributed in Austria in respect of the
New Bonds. A public offering of the securities in Austria without
the prior publication of a prospectus in accordance with the
Austrian Capital Market Act would constitute a criminal offense
under Austrian law.
In the Bahamas, the New Bonds are being offered and sold only to
Accredited Investors (as defined in the Securities Industry
Regulations, 2012) and will be subject to the resale restrictions
contained in Regulation 117. As a condition of the purchase of the
New Bonds, each purchaser will be required to attest to the
purchaser's status as an Accredited Investor acknowledging that the
securities purchased are subject to restrictions on resale.
The New Bonds Offering does not constitute a public offering
within the meaning of Article 3, --1 of the Belgian Law of June 16,
2006 on public offering of securities and admission of securities
to trading on a regulated market (the "Prospectus Law"). The Tender
Offer will not constitute a public offering within the meaning of
Articles 3, --1, 1deg and 6 of the Belgian Law of April 1, 2007 on
takeover bids (the "Takeover Law"). The New Bonds Offering and the
Tender Offer will be exclusively conducted under applicable private
placement exemptions and have therefore not been, and will not be,
notified to, and any offer material relating to the New Bonds
Offering or the Tender Offer has not been, and will not be,
approved by, the Belgian Financial Services and Markets Authority
(Autorité des services et marchés financiers/Autoriteit voor
Financiële Diensten en Markten). The New Bonds Offering as well as
the New Bonds Offering materials may only be advertised, offered or
distributed in any way, directly or indirectly, to any persons
located and/or resident in Belgium who qualify as "Qualified
Investors" as defined in Article 10, --1 of the Prospectus Law and
who are acting for their own account, or in other circumstances
which do not constitute a public offering in Belgium pursuant to
the Prospectus Law. The Tender Offer as well as the Tender Offer
materials may only be advertised, offered or distributed in any
way, directly or indirectly, to any persons located and/or resident
in Belgium who qualify as "Qualified Investors" as defined in
Article 10, --1 of the Prospectus Law and as referred to in Article
6, --3, 1deg of the Takeover Law, and who are acting for their own
account, or in other circumstances which do not constitute a public
offering in Belgium pursuant to the Takeover Law.
The New Bonds Offering and the Tender Offer have not been and
will not be approved by the Danish Financial Supervisory Authority,
as neither constitute a public offer in accordance with the Danish
Securities Trading Act nor the Danish executive order on takeover
bids.
No prospectus (including any amendment, supplement or
replacement thereto) has been prepared in connection with the
offering of the New Bonds that has been approved by the French
Autorité des marchés financiers or by the competent authority of
another State that is a contracting party to the Agreement on the
EEA and notified to the French Autorité des marchés financiers and
to Uruguay; neither the Tender Offer nor the New Notes have been
offered or sold nor will be offered or sold, directly or
indirectly, to the public in France; the materials relating to the
New Notes have not been distributed or caused to be distributed and
will not be distributed or caused to be distributed to the public
in France; such offers, sales and distributions have been and shall
only be made in France to qualified investors (investisseurs
qualifiés), as defined in Articles L. 411--2 and D. 411--1, of the
French Code monétaire et financier who are investing for their own
account and are not individuals. The direct or indirect
distribution to the public in France of any so acquired New Notes
may be made only as provided by Articles L. 411--1, L. 411--2, L.
412--1 and L. 621--8 to L. 621--8--3 of the French Code monétaire
et financier and applicable regulations thereunder. The other legal
entities referred to in Articles L. 341--2 1deg and D. 341--1 of
the French Code monétaire et financier are eligible to participate
in the Tender Offer. The Tender Offer has not been and will not be
submitted to the clearance procedures (visa) of nor approved by the
Autorité des marchés financier.
No action has been or will be taken in the Federal Republic of
Germany that would permit a public offering of the securities, or
distribution of a prospectus or any other offer materials and that,
in particular, no securities prospectus (Wertpapierprospekt) within
the meaning of the German Securities Prospectus Act
(Wertpapierprospektgesetz) of June 22, 2005, as amended (the
"German Securities Prospectus Act"), has been or will be published
within the Federal Republic of Germany. In Germany, the New Bonds
may not be offered or sold other than to qualified investors within
the meaning of -- 2(6) of the German Securities Prospectus Act.
With respect to persons in Hong Kong, the New Bonds Offering and
the Tender Offer are only made to, and are only capable of
acceptance by, professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
"SFO") and any rules made thereunder ("professional investors"). No
person or entity may issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the New Bonds,
Old Bonds or the Tender Offer, which is directed at, or the
contents of which are likely to be accessed or read by, the public
in Hong Kong (except if permitted to do so under the securities
laws of Hong Kong, including in circumstances which do not result
in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong) other than with respect to Old Bonds which are or are
intended to be tendered, or New Bonds which are intended to be
purchased, only by persons outside Hong Kong or only by
"professional investors" as defined in the SFO and any rules made
under thereunder.
In Ireland, the New Bonds Offering and the Tender Offer are not
being made, directly or indirectly, to the public in Ireland and no
offers or sales of any securities under or in connection with the
New Bonds Offering or the Tender Offer may be effected except in
conformity with the provisions of Irish law including, but not
limited to, (i) the Irish Companies Act 2014, (ii) the Prospectus
(Directive 2003/71/EC) Regulations 2012 of Ireland, (iii) the
European Communities (Markets & Financial Instruments)
Regulations 2007 (as amended) of Ireland; and (iv) the Market Abuse
(Directive 2003/6/EC) Regulations of Ireland (as amended).
In Italy, this announcement is only being distributed to and is
only directed at, and the Tender Offer documents may only be
distributed, directly or indirectly, to qualified investors.
In Luxembourg, this announcement has been prepared on the basis
that the New Bond Offering and the Tender Offer will be made
pursuant to an exemption under Article 3 of the Prospectus
Directive from the requirement to produce a prospectus for offers
of securities.
In the Netherlands, the New Bonds may not be offered or sold,
directly or indirectly, other than to qualified investors
(gekwalificeerde beleggers) within the meaning of Article 1:1 of
the Dutch Financial Supervision Act (Wet op het financieel
toezicht).
Neither the communication of this announcement nor any other
offer material relating to the New Bonds Offering and the Tender
Offer has been approved, by an authorized person for the purposes
of section 21 of the UK Financial Services and Markets Act 2000.
This announcement is only being distributed to and is only directed
at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (as so amended, the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Articles 49(2)(a) to (d) of the Order
(all such other persons together being referred to as "relevant
persons"). Any investment or investment activity to which this
announcement relates is available only to relevant persons and will
be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any
of its contents.
* * *
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS
MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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