TIDM80LW
RNS Number : 6541K
Republic of Uruguay
12 April 2018
FOR IMMEDIATE RELEASE
April 12, 2018
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 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 for each series 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 Thursday, April 12, 2018 (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 USD
bond of Uruguay due 2055 (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 at or
around 2:00 p.m. and the final term sheet for the New Bonds
Offering expected to be announced at or around 5:00 p.m. on
Thursday, April 12, 2018 (the "New Bonds Offering").
The Tender Offer will commence at or around 8:00 a.m., New York
time, on Thursday, April 12, 2018 and, unless extended or earlier
terminated, (i) expire at 12:00 noon, New York time, on Thursday,
April 12, 2018 for Non-Preferred Tenders (the "Non-Preferred Tender
Period"), and (ii) expire at 3:00 p.m., New York time, on Thursday,
April 12, 2018 for Preferred Tenders (the "Preferred Tender
Period"). The settlement of the Tender Offer is scheduled to occur
on Thursday, April 19, 2018 (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 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"). Accrued
Interest will be payable in cash.
Purchase
Outstanding Price (per
Principal Amount as US$1,000 Purchase
of Wednesday, April Common Principal Price
Old Bonds 11, 2018 ISIN CUSIP Code Amount) (%)
------------------------------ --------------------- -------------- ------------- ---------- -------------- ---------
8.000% Global Bonds due 2022 US$550,576,831.00 US917288BC52 917288BC5 023617129 US$1,163.25 116.325%
("2022 Bonds")
4.500% Global Bonds due 2024 US$1,509,886,368.00 US760942AZ58 760942AZ5 096139942 US$1,057.50 105.750%
("2024 Bonds")
6.875% Global Bonds due 2025 US$175,369,620.00 US760942AX01 760942AX0 045490688 US$1,190.50 119.050%
("2025 Bonds")
7.875% Global Bonds due 2033 US$840,598,054.50 US917288BA96 917288 BA 9 016713813 US$1,368.50 136.850%
("2033 Bonds")
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 SA/NV ("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, April 13, 2018 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 in Permitted Tender Amounts
as set forth in the Offer to Purchase.
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 (i) in the cancellation of
your tender and in you becoming liable for any damages resulting
from that failure, (ii) in the case of Preferred Tenders (a) in the
cancellation of any allocation of New Bonds in the New Bonds
Offering in respect of your related Indication of Interest (as
defined below) and/or (b) in the cancellation of your tender and in
your remaining obligation to purchase your allocation of New Bonds
in respect of your related Indication of Interest and/or (iii) 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. 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.
All Old Bonds that are tendered pursuant to Tender Orders placed
through a Dealer Manager and 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 for Old
Bonds validly tendered and accepted as instructed by Uruguay.
Uruguay will not be liable under any circumstances for any payment
of the Purchase Price and Accrued Interest to the holders of Old
Bonds tendered in the Tender Offer. The Billing and Delivering Bank
shall not be liable for payments to any holder of Old Notes validly
tendered and accepted for purchase if such holder fails to deliver
such Old Notes on or prior to the settlement of the Tender Offer as
described in the Offer to Purchase. 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, the Billing and
Delivering Bank and the Dealer Managers reserve 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) 470--3900) Attention: Corporate
Actions, or from any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
BBVA Securities Inc. Citigroup Global Markets Inc. HSBC Securities (USA) Inc.
1345 Avenue of the Americas, 44th 388 Greenwich Street 452 Fifth Avenue
Floor New York, New York 10013 New York, New York 10018
New York, New York 10105 United States of America United States of America
United States of America Attention: Liability Management Group Attention: Global Liability
Attention: Liability Management Management Group
Collect: (212) 723-6106 Collect: (212) 525-5552
Collect: (212) 728-2446 Toll-free: (800) 558-3745 Toll-free: (888) HSBC-4LM
Toll-free: (800) 422-8692
Questions regarding the Tender Offer may be directed to the
Dealer Managers at the above contact.
Uruguay has filed registration statements (including the
prospectus supplement and the prospectus) with the SEC for the New
Bonds Offering and the issuance of New Bonds. Before you invest,
you should read the prospectus in the registration statements and
other documents that Uruguay has filed with the SEC for more
complete information about Uruguay and such offering. You may get
these documents for free by visiting EDGAR on the SEC website at
http://www.sec.gov. Alternatively, the Dealer Managers or the
Information Agent, as the case may be, will arrange to send you the
prospectus supplement and the prospectus if you request it by
calling any one of them at the numbers specified above.
The following additional information of Uruguay is available
from the SEC website and also accompanies this free-writing
prospectus:
https://www.sec.gov/Archives/edgar/data/102385/000119312518110187/0001193125-18-110187-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518072100/d526658dsb.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312517277270/0001193125-17-277270-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342317000416/0000903423-17-000416-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342317000385/0000903423-17-000385-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342316001140/repofur-sbmef_0711.htm
https://www.sec.gov/Archives/edgar/data/102385/000090342313000434/0000903423-13-000434-index.htm
Contact information: Global Bondholder Services Corporation
Attention: Corporate Actions
65 Broadway - Suite 404
New York, New York 10006
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (866) 470-3900
website: http://www.gbsc-usa.com/uruguay/
Important Notice
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" as defined in 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)
Regulations 2017 (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 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 (as
amended, "the FSMA"). This announcement is only being distributed
to and is only directed: at (i) persons who are outside the United
Kingdom; or (ii) persons who have professional experience in
matters relating to investments falling within Article 19(5) of the
Order; persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc.) of the Order; or
(iii) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
may otherwise lawfully be communicated or caused to be communicated
(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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