TIDM80LW
RNS Number : 0020Q
Republic of Uruguay
06 September 2017
FOR IMMEDIATE RELEASE
September 6, 2017
MONTEVIDEO, URUGUAY -
Tender Offer
The Republic of Uruguay ("Uruguay") announced today the
commencement of an offer to purchase for cash (the "Tender Offer")
bonds of each series of Global USD Bonds and Global UI Bonds listed
in the table below (collectively, the "Old Bonds" and each Old
Bond, a "series" of 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
Wednesday, September 6, 2017 (the "Offer to Purchase"). Capitalized
terms used but not defined herein have the meanings assigned to
them in the Offer to Purchase.
The Tender Offer is not conditioned upon any minimum
participation of any series of Old Bonds but is conditioned, among
other things, on the pricing, but not the closing, of a new
Peso-denominated bond of Uruguay due March 2028 (the "New Bonds")
in an amount, with pricing and on terms and conditions acceptable
to Uruguay in its sole discretion, with pricing terms expected to
be announced on or about 1:00 p.m. on Thursday, September 7, 2017
(the "New Bonds Offering").
The Tender Offer will commence at 8:00 a.m., New York time, on
Wednesday, September 6, 2017 and, unless extended or earlier
terminated, (i) expire at 12:00 p.m., New York time, on Thursday,
September 7 for Non-Preferred Tenders (as defined below) (the
"Non-Preferred Tender Period"), and (ii) expire at 2:00 p.m., New
York time, on Thursday, September 7 for Preferred Tenders (as
defined below) (the "Preferred Tender Period"). The settlement of
the Tender Offer is scheduled to occur on Thursday, September 14,
2017 (the "Tender Offer Settlement Date"). The purchase price to be
paid for each series of Old Bonds tendered and accepted pursuant to
the Tender Offer will be the fixed price indicated in the table
below (the "Purchase Price"). Holders whose Old Bonds (other than
the 2018 UI Bonds) are accepted in the Tender Offer will also
receive any accrued and unpaid interest on the Old Bonds up to (but
excluding) the Tender Offer Settlement Date (the "Accrued
Interest"). The Accrued Interest to be received by holders of 2027
UI Bonds (as defined below) accepted pursuant to the offer will be
adjusted by the Adjustment UI Factor of 2.231754161 and an exchange
rate of Ps. 28.730 to U.S.$ 1.00. Accrued Interest will be payable
in cash. Since Uruguay will pay interest on the 2018 UI Bonds on
the Settlement Date, the Billing and Delivering Bank will not pay
Accrued Interest, but only the Purchase Price, on any 2018 UI Bonds
accepted pursuant to the Offer.
Purchase
Outstanding Price (per
Principal Amount as US$1,000 Purchase
of Wednesday, Principal Price
Global USD Bonds September 6, 2017 ISIN CUSIP Common Code Amount) (%)
--------------------------------- -------------------- --------------- ------------ ------------ -------------- ---------
8.000% Global USD Bonds due 2022
("2022 USD Bonds") US$563,703,939 US917288BC52 917288BC5 023617129 US$1,229.50 122.95%
4.500% Global USD Bonds due 2024
("2024 USD Bonds") US$1,537,036,053 US760942AZ58 760942AZ5 096139942 US$1,112.00 111.20%
Nominal
Purchase
Price (per
Outstanding Nominal Ps. 1,000
Principal Amount as Nominal Purchase
of Wednesday, Principal Price
Global UI Bonds September 6, 2017 ISIN CUSIP Common Code Amount)(1) (%)
--------------------------------- -------------------- --------------- ------------ ------------ -------------- ---------
5.000% Global UI Bonds due 2018 Ps.6,564,605,806 (2) Ps. 1,023.00 102.30%
("2018 UI Bonds") US760942AT98 760942AT9 026799236
4.250% Global UI Bonds due 2027 Ps.12,135,000,000 (3) Ps. 1,091.50 109.15%
("2027 UI Bonds") US760942AU61 760942AU6 029507929
(1() The nominal principal amount of 2018 UI Bonds and 2027 UI Bonds validly
tendered and
accepted will be adjusted by a factor (the "Adjustment UI Factor") to reflect
the increase
of the UI Index from the issuance date of the Global UI Bonds to the Settlement
Date, which
is expected to be September 14, 2017. As of the expected Settlement Date, (i)
the Adjustment
UI Factor for the 2018 UI Bonds would be 2.314155655, which is the ratio of
3.6603, the value
of the UI index at Settlement Date, over 1.5817, the value of the UI index at
the time of
the issuance of the 2018 UI Bonds, and (ii) the Adjustment UI Factor for the
2027 UI Bonds
would be 2.231754161, which is the ratio of 3.6603, the value of the UI index
at Settlement
Date, over 1.6401, the value of the UI index at the time of the issuance of the
2027 UI Bonds.
The Purchase Price of the 2018 UI Bonds and 2027 UI Bonds shall be converted
into U.S. dollars
at an exchange rate of Ps. 28.730 to US$ 1.00.
(2) The principal amount of the 2018 UI Bonds outstanding, as adjusted by the
Adjustment UI
Factor is Ps. 15,160,392,039.04 as of the date hereof.
(3) The principal amount of the 2027 UI Bonds outstanding, as adjusted by the
Adjustment UI
Factor is Ps. 27,026,844,704.59 as of the date hereof.
During the Non-Preferred Tender Period or Preferred Tender
Period, as applicable, 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.
HSBC Securities (USA) Inc., 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 Friday, September 8, 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 (i) a holder of a Global USD Bond must be in principal
amounts of at least US$1.00 and integral multiples of US$1.00 in
excess thereof, (ii) a holder of a 2018 UI Bond must be in nominal
principal amounts of at least Ps. 1.00 and integral multiples of
Ps. 1.00 in excess thereof, and (iii) a holder of any 2027 UI Bond
must be in principal amounts of at least Ps. 1,000 and integral
multiples of Ps. 1,000 ("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 Billing
and Delivering Bank 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 (i) concurrently with the submission of an Indication
of Interest for the New Bond Offering of size equal to the Tender
Value (as defined below) of the series of Old Bonds so submitted
and (ii) specifying at the time of submission of the Tender Order
that such Tender Order is a preferred tender. "Non-Preferred
Tenders" are the Tender Orders which are not Preferred Tenders,
including any Tender Orders submitted without the concurrent
submission of an Indication of Interest for New Bonds in an amount
equal to the amount of the Tender Value. With respect to each
series of Old Bonds, the "Tender Value" for each Preferred Tender
means the principal amount of the New Bonds specified in an
Indication of Interest for New Bonds of such Preferred Tender
multiplied by the issue price of the New Bond, as allocated among
each series of Old Bonds pro rata based upon the relative total
Purchase Price of the Old Bonds of each series that are tendered in
such Preferred Tender.
All Old Bonds that are tendered pursuant to Tender Orders placed
through a Dealer Manager and are accepted 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, if
applicable, for Old Bonds validly tendered and accepted as
instructed 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:
HSBC SECURITIES (USA) INC.
DEUTSCHE BANK SECURITIES INC. SANTANDER INVESTMENT SECURITIES INC.
-------------------------------- --------------------------- ---------------------------------------
60 Wall Street 452 Fifth Avenue 45 East 53rd Street
New York, New York 10005 New York, New York 10018 New York, New York 10282
United States of America United States of America United States of America
Collect: (212) 250-7527 Collect: (212) 525-5552 Collect: (212) 940-1442
Toll-free: (855) 287-1922 Toll-free: (888) HSBC-4LM] Toll-free: (855) 404-3636
-------------------------------- --------------------------- ---------------------------------------
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. 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 of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong other than with respect to
the 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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