TIDM80LW
RNS Number : 5860N
Uruguay (Republic of)
25 September 2019
FOR IMMEDIATE RELEASE
Wednesday, September 25, 2019
MONTEVIDEO, URUGUAY --
The Republic of Uruguay ("Uruguay") previously announced an
offer to purchase for cash (the "Tender Offer") its 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), subject to
the terms and conditions contained in the Offer to Purchase, dated
Tuesday, September 24, 2019 (the "Offer to Purchase"). Uruguay has
instructed Scotia Capital (USA) Inc. (in such capacity, the
"Billing and Delivering Bank"), to accept subject to proration and
other terms and conditions contained in the Offer to Purchase,
valid preferred tenders and non-preferred tenders in aggregate
principal amounts of Old Bonds as set forth below.
The Tender Offer expired, as scheduled, on Tuesday September 24,
2019, at 12:00 noon New York time for non-preferred tenders and at
4:00p.m. New York time for preferred tenders.
The maximum purchase amount is (i) US$84,198,071 principal
amount for the 2022 Bonds (as defined below), (ii) US$124,516,893
principal amount for the 2024 Bonds (as defined below), and (iii)
US$345,346,649 principal amount for the 2027 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. Appropriate adjustments
will be made so that purchases are made in the minimum
denominations set forth in the Offer to Purchase.
Aggregate Principal Aggregate Principal
Aggregate Principal Aggregate Principal Amount of Amount of
Amount of Preferred Amount of Preferred Non-Preferred Non-Preferred
Old Bonds Tenders Tenders Accepted Tenders Tenders Accepted
----------------------------- --------------------- -------------------- -------------------- --------------------
8.000% Global Bonds due 2022 US$23,335,985 US$23,335,985 US$60,862,086 US$60,862,086
("2022 Bonds")
4.500% Global Bonds due 2024 US$60,123,716 US$60,123,716 US$64,393,177 US$64,393,177
("2024 Bonds")
4.375% Global Bonds due 2027 US$225,262,241 US$225,262,241 US120,084,408 US$120,084,408
("2027 Bonds")
In accordance with the Offer to Purchase, the purchase price to
be paid for each US$1,000 principal amount of each series of Old
Notes accepted pursuant to the Tender Offer will be as specified in
the table below (the "Purchase Price"). The Purchase Prices set
forth below were calculated in accordance with the methodology
announced by Uruguay in the Offer to Purchase.
Outstanding Purchase
Principal Amount Reference Price (per
as of Monday, U.S. Tender US$1,000
Old September 23, Common Treasury Bloomberg Offer Fixed Spread Principal
Bonds 2019 ISIN / CUSIP Code Security Screen Yield (Basis Points) Amount)
-------- ------------------ -------------- ---------- ----------- ---------- --------- --------------- --------------
1.500% due
2022 US917288BC52 Aug 31,
Bonds US$550,576,831 / 917288BC5 023617129 2021 FIT1 1.566% T-6 bps US$1,133.95
1.250% due
2024 US760942AZ58 Aug 31,
Bonds US$1,134,133,790 / 760942AZ5 096139942 2024 FIT1 2.059% T+53 bps US$1,090.17
1.625% due
2027 US760942BB71 Aug 15,
Bonds US$1,872,571,653 / 760942BB7 131158840 2029 FIT1 2.679% T+103 bps US$1,108.47
Holders of Old Bonds held through the Depository Trust Company
("DTC") that have been validly tendered and accepted pursuant to
the Tender Offer must deliver their accepted Old Bonds to the
relevant Dealer Manager (as defined below) no later than 3:00 p.m.,
New York time, on the Settlement Date. Holders of Old Bonds held
through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking,
société anonyme ("Clearstream") that have been validly tendered and
accepted pursuant to the Tender Offer must deliver their Old Bonds
to the Billing and Delivering Bank, at the latest, using the
overnight process, one day prior to the Settlement Date and must
not use the optional daylight process. The Settlement Date is
expected to occur on Tuesday, October 1, 2019 subject to the terms
and conditions set forth in the Offer to Purchase.
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 Uruguay's
additional issuances of its existing 4.375% Global Bonds due 2031
and 4.975% Global Bonds due 2055 (together, the "New Bonds") in the
New Bonds Offering (as defined below) in respect of your related
indication of interest and/or (b) in the cancellation of your
tender and in your remaining obligated 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.
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 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 Settlement
Date. Tender orders that are not for permitted tender amounts have
not been 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 Tuesday, September 24, 2019 (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. The Tender Offer
is subject to the dealer manager agreement relating to this Tender
Offer not being terminated prior to or at the time of the
settlement of the Tender Offer. Goldman Sachs & Co. LLC,
Santander Investment Securities Inc. and Scotia Capital (USA) Inc.
acted as Dealer Managers for the Tender Offer. Global Bondholder
Services Corporation is the information agent in connection with
the Tender 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
Attention: Corporate Actions
65 Broadway - Suite 404
New York, NY 10006
Banks and Brokers Call: +1 (212) 430-3774
All Others Call: +1 (866) 470-4500
website: http://www.gbsc-usa.com/uruguay
Goldman Sachs & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc.
200 West Street 45 East 53rd Street, 5th Floor 250 Vesey Street
New York, New York 10282 New York, New York 10022 New York, New York 10281
United States of America United States of America United States of America
Attention: Liability Management Team Attention: Liability Management Team Attention: Debt Capital Markets
Collect: +1 (212) 357-1452 Collect: + 1 (855) 404-3636 Collect: +1 (212) 225-5559
Toll free: +1 (800) 828-3182 Toll free: +1 (212) 940-1442 Toll free: +1 (800) 372-3930
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 Offer 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."
Stabilization/FCA
In relation to each Member State of the European Economic Area,
this communication is only addressed to and directed at qualified
investors in that Member State within the meaning of Regulation
(EU) 2017/1129 (the "Prospectus Regulation").
This announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
Section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the "FSMA"). This announcement is only being
distributed to and is only directed: at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). Any New Bonds will only be available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such New Bonds 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 ANNOUNCEMENT AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS ANNOUNCEMENT BEING SENT VIA BLOOMBERG
OR ANOTHER EMAIL SYSTEM.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RTECKPDBNBKKCCB
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