TIDM80LW
RNS Number : 2018Q
Republic of Uruguay
08 September 2017
FOR IMMEDIATE RELEASE
September 8, 2017
MONTEVIDEO, URUGUAY --
The Republic of Uruguay ("Uruguay") previously announced an
offer to purchase for cash (the "Tender Offer") its outstanding
series of Global USD Bonds and Global UI Bonds set forth in the
table below (collectively, the "Old Bonds" and each Old Bond, a
"series" of Old Bonds), subject to the terms and conditions
contained in the Offer to Purchase, dated September 6, 2017 (the
"Offer to Purchase"). Uruguay has instructed HSBC Securities (USA)
Inc., as the billing and delivering bank for the Tender Offer, to
accept subject to proration and other terms and conditions
contained in the Offer to Purchase, valid Preferred Tenders in
aggregate principal amounts of Old Bonds as set forth below.
Capitalized terms used but not defined in this communication have
the respective meanings specified in the Offer to Purchase. The
Preferred Tender Offer and Non-Preferred Tender Offer expired as
scheduled at 12:00 p.m. and 2:00 p.m. New York time, respectively,
on September 7, 2017.
The Maximum Purchase Amount is (i) US$13,127,108 principal
amount for the 2022 USD Bonds (as defined below), (ii)
US$29,637,874 principal amount for the 2024 USD Bonds (as defined
below), (iii) Ps. 1,787,412,682 principal amount for the 2018 UI
Bonds (as defined below), and (iv) Ps.0 principal amount for the
2027 UI Bonds (as defined below).
The aggregate principal amount of Preferred and Non-Preferred
Tenders of Old Bonds and the aggregate principal amount of
Preferred and Non-Preferred Tenders of such Old Bonds that have
been accepted are shown in the table below. Proration of Preferred
and Non-Preferred Tenders pursuant to the terms of the Offer has
occurred. No Non-Preferred Tenders have been accepted. Appropriate
adjustments will be made so that purchases are made in the minimum
denominations set forth in the Offer to Purchase.
Aggregate Aggregate
Aggregate Principal Aggregate Principal
Principal Amount Principal Amount
Amount of of Preferred Amount of Non-Preferred
Global USD Preferred Tenders of Non-Preferred Tenders
Bonds Tenders Accepted Tenders Accepted
-------------- ------------------ ------------------ ------------------ ------------------
8.000% Global U.S.$ 65,635,544 U.S.$ 13,127,108 U.S.$ 59,365,285 U.S.$ 0
USD Bonds
due 2022
("2022 USD
Bonds")
4.500% Global U.S.$ 29,637,874 U.S.$ 29,637,874 U.S.$ 357,668,284 U.S.$ 0
USD Bonds
due 2024
("2024 USD
Bonds")
Aggregate Aggregate
Aggregate Principal Aggregate Principal
Principal Amount Principal Amount
Amount of of Preferred Amount of Non-Preferred
Global UI Preferred Tenders of Non-Preferred Tenders
Bonds Tenders Accepted Tenders Accepted
-------------- ------------------ ------------------ ------------------ ------------------
5.000% Global Ps. 1,787,412,682 Ps. 1,787,412,682 Ps. 392,923,000 Ps. 0
UI Bonds
due 2018
("2018 UI
Bonds")
4.250% Global Ps. 1,614,500,000 Ps. 0 Ps. 0 Ps. 0
UI Bonds
due 2027
("2027 UI
Bonds")
Holders of Old Bonds held through DTC which have been validly
tendered and accepted pursuant to the Tender Offer, must deliver
their accepted Old Bonds to the relevant Dealer Manager no later
than 3:00 p.m., New York time, on the Settlement Date. Holders of
Old Bonds held through Euroclear or Clearstream which have been
validly tendered and accepted pursuant to the Tender Offer, must
use to deliver their Old Bonds to the Billing and Delivering Bank,
at the latest, the overnight process, one day prior to the
Settlement Date and not the optional daylight process. The
Settlement Date is expected to occur on Thursday, September 14,
2017, subject to the terms and conditions set forth in the Offer to
Purchase.
Failure to deliver Old Bonds on time by any holders may result
(i) in the cancellation of such holders' Tender Order and in such
holder 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 a Preferred Tender, in the cancellation of such
holders' tender and in its remaining obligation to purchase the
allocation of New Bonds in respect of its related order for New
Bonds. Any holder whose tender is cancelled will not receive the
Purchase Price or Accrued Interest.
All Old Bonds that are tendered pursuant to Tender Orders placed
through a Dealer Manager and are accepted as instructed 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, if applicable, 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 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.
Subject to the conditions to settlement of the Tender Offer, Old
Bonds accepted for purchase will be settled on a delivery versus
payment basis solely with the Billing and Delivering Bank on the
Settlement Date, in accordance with customary brokerage practices
for corporate fixed income securities.
Uruguay has agreed to apply a portion of the net proceeds of its
new bonds offering announced on Thursday, September 7, 2017 (the
"New Bonds Offering") to purchase the Old Bonds accepted pursuant
to the Tender Offer from the Billing and Delivering Bank at the
applicable Purchase Price plus Accrued Interest, if applicable. The
Tender Offer is subject to the Dealer Manager Agreement relating to
this Offer not being terminated prior to or at the time of the
settlement of the Offer. Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc. and Santander Investment Securities Inc.
acted as Dealer Managers for the Tender Offer. Global Bondholder
Services Corporation is the information agent in connection with
the Offer ("Information Agent"), and questions regarding the Tender
Offer may be directed to the Information Agent or any of the Dealer
Managers using the contact information below:
GLOBAL BONDHOLDER SERVICES CORPORATION
-------------------------------- ------------------------------------------ ---------------------------------------
65 Broadway - Suite 404
-------------------------------- ------------------------------------------ ---------------------------------------
New York, New York, 10006
-------------------------------- ------------------------------------------ ---------------------------------------
United States of America
-------------------------------- ------------------------------------------ ---------------------------------------
Attention: Corporate Actions
-------------------------------- ------------------------------------------ ---------------------------------------
Banks and Brokers call: +1 (212) 430-3774
-------------------------------- ------------------------------------------ ---------------------------------------
Toll free: +1 (866) 807-2200
-------------------------------- ------------------------------------------ ---------------------------------------
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
-------------------------------- ------------------------------------------ ---------------------------------------
Important Notice
The New Bonds Offering was 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. The New Bonds were 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 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
RTEUGUQABUPMUAR
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