TIDM80LW
RNS Number : 9669Q
Uruguay (Republic of)
24 June 2020
FREE WRITING PROSPECTUS
FOR IMMEDIATE RELEASE
Wednesday, June 24, 2020
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 Wednesday, June 24, 2020 (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 the issuance
of Uruguay's new Peso-denominated Global UI Bonds (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 4:00 p.m., New York time on Wednesday,
June 24, 2020 (the "New Bonds Offering").
The Tender Offer will commence at or around 8:00 a.m., New York
time, on Wednesday, June 24, 2020 and, unless extended or earlier
terminated, (i) expire at 12:00 noon, New York time, on Wednesday,
June 24, 2020 for non-preferred tenders (the "Non-Preferred Tender
Period"), and (ii) expire at 2:00 p.m., New York time, on
Wednesday, June 24, 2020 for preferred tenders (the "Preferred
Tender Period"). The settlement of the Tender Offer is scheduled to
occur on Wednesday, July 1, 2020 (the "Tender Offer Settlement
Date"). The purchase price to be paid per Ps. 1,000 nominal
principal amount of each series of Old Bonds tendered and accepted
pursuant to the Tender Offer will be 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 from, and including, the last interest
payment date for such Old Bonds up to, but excluding, the Tender
Offer Settlement Date (the "Accrued Interest"). Accrued Interest
for Preferred and Non-Preferred Tender Orders will be payable in
cash.
Outstanding Nominal Nominal Purchase Price
Principal Amount as of (per Ps. 1,000 Nominal
Old Bonds Tuesday, June 23, 2020 ISIN CUSIP/FIGI Common Code Principal Amount)(1)
------------------------ ----------------------- ------------- ------------- ------------ -----------------------
4.250 % Global UI Bonds Ps. 12,135,000,000 US760942AU61 760942AU6 029507929 Ps. 1,040.00
due 20 27 ("2027 UI
Bonds")(2)
4.375% Global UI Bonds Ps. 39,794,954,228 US917288BD36 917288BD3 071903796 Ps. 1,056.23
due 2028 ("2028 UI
Bonds") (3)
4.000 % Global UI Bonds Ps. 14,650,498,361 USP80557AD64 BBG0000D6QK4 037546534 Ps. 1,033.00
due 20 30 ("2030 UI
Bonds")(4)
------------------------ ----------------------- ------------- ------------- ------------ -----------------------
(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 Wednesday, July 1, 2020. As of the expected Settlement Date, (i)
the Adjustment UI Factor for the 2027 UI Bonds would be
2.84068044631425, which is the ratio of 4.6590, the value of the UI
index at the Settlement Date, over 1.6401, the value of the UI
index at the time of the issuance of the 2027 UI Bonds, (ii) the
Adjustment UI Factor for the 2028 UI Bonds would be
2.01505125210847, which is the ratio of 4.6590, the value of the UI
index at the Settlement Date, over 2.3121, the value of the UI
index at the time of the issuance of the 2028 UI Bonds, and (iii)
the Adjustment UI Factor for the 2030 UI Bonds would be
2.56934870126289, which is the ratio of 4.6590, the value of the UI
index at the Settlement Date, over 1.8133, the value of the UI
index at the time of the issuance of the 2030 UI Bonds. The
Purchase Price of the Old Bonds shall be converted into U.S.
dollars at an exchange rate of Ps. 42.816 to US$1.00, which
represents the average, interbank exchange rate for the conversion
of Uruguayan pesos into U.S. dollars as published by Banco Central
and which is available on Bloomberg by typing "USDUYU CBUY
<CRNCY> HP <GO>" as the bid-side rate for the period of
twenty business days ending one business day prior to the date of
the Offer Document.
(2) The principal amount of the 2027 UI Bonds outstanding, as
adjusted by the Adjustment UI Factor is Ps. 34,425,783,794 as of
the date hereof.
(3) The principal amount of the 2028 UI Bonds outstanding, as
adjusted by the Adjustment UI Factor is Ps. 80,082,160,388 as of
the date hereof.
(4) The principal amount of the 2030 UI Bonds outstanding, as
adjusted by the Adjustment UI Factor is Ps. 37,592,146,238 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 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,
at or around 8:00 a.m., New York time, on Thursday, June 25, 2020
or as soon as possible thereafter.
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 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. Tender Orders that are not
for Permitted Tender Amounts will not be accepted.
There is no letter of transmittal or guaranteed delivery
procedure in connection with this 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 Bonds validly
tendered and accepted for purchase if such holder fails to deliver
such Old Bonds on or prior to the settlement of the Tender Offer as
described in the Offer to Purchase.
The Offer to Purchase may be downloaded from the Information
Agent's website at www.dfking.com/uruguay or obtained from the
Information Agent, DF King & Co., Inc., 48 Wall Street, New
York, NY 10005 (Banks and Brokers Call: Toll Free: (800) 290-6426,
or All Others Call: (212) 269-5550) Attention: Andrew Beck, or from
any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Itau BBA USA Securities, Inc.
388 Greenwich Street 452 Fifth Avenue 540 Madison Avenue, 24(th) Floor
New York, New York 10013 New York, New York 10018 New York, New York 10022
United States of America United States of America United States of America
Attention: Liability Management Group Attention: Global Liability Management Attention: Debt Capital Markets
Group
Collect: +1 212 723 6106 Collect: +1 212 710 6749
Toll free : +1 800 558 3745 Collect: +1 212 525 5552 Toll free: +1 888 770 4828
Toll free: +1 888 472 2456
Questions regarding the Tender Offer may be directed to the
Dealer Managers at the above contact.
Uruguay has filed a registration statement (including 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 statement 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 .
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/102385/000119312520174873/0001193125-20-174873-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312520139224/0001193125-20-139224-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518072100/d526658dsb.htm
Contact information: DF King & Co., Inc.
Attention: Andrew Beck
48 Wall Street
New York, NY 10005
Toll Free: (800) 290-6426
All Others Call: (212) 269-5550
website: www.dfking.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 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
and the United Kingdom, 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 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 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
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