NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).
16 August 2024
Ukraine
represented by the Minister of Finance of Ukraine
(the "Issuer" or "Ukraine")
Clarification on the
PARTICIPATION OF HOLDERS OF CERTAIN OF UKRAINE'S EXISING NOTES IN
THE INVITATION
On 9 August 2024, Ukraine initiated an Exchange Offer
and Consent Solicitation in accordance with the Exchange Offer and
Consent Solicitation Memorandum (the "Memorandum") dated 9 August 2024, as
amended and restated on 12 August 2024. Pursuant to this, (i)
Ukraine invited Eligible Holders of the Existing Notes (as
described therein) to exchange their Existing Notes for the New
Securities Consideration, and (ii) Ukraine and Ukravtodor invited
Holders of the Existing Notes to consent to the Mandatory Exchange
of Existing Notes for the Mandatory Exchange Consideration (each as
defined in the Memorandum). As Ukraine's and Ukravtodor's
Information, Tabulation and Exchange Agent Sodali & Co set up
an "Exchange and Consent" event in DTC, Euroclear and Clearstream
enabling
the Holders to submit their Participation Instructions in relation
to the Invitation (the "Exchange
and Consent Event"). Terms used in this announcement but not
defined herein have the respective meanings given to them in the
Memorandum.
As further
described in the Memorandum, Ukraine was due to make a payment on 1
August 2024 pursuant to the terms of the U.S. Dollar 8.994 per
cent. Notes due 2026 (Regulation S ISIN:
XS1902171591, Common Code: 190217159; Rule
144A ISIN: US903724BW19, CUSIP: 903724BW1) (the "2026 Note Payments"). In anticipation of the launch of the Invitation and as
further described in the Memorandum, Ukraine introduced a
moratorium concerning the 2026 Note Payments due on 1 August 2024.
Consequently, the 2026 Note Payments were not paid when due on 1
August 2024 and Ukraine intends to restructure these Existing Notes
together with the other Existing Notes under the terms of the
Invitation.
Separately, The Bank of New York Mellon
("BNYM"), in its capacity
as the Trustee under the Trust Deed dated 12 November 2015, as
supplemented, between Ukraine and BNY Mellon Corporate Trustee
Services Limited as Trustee, has launched a due and payable
disclosure event for six series of the Existing Notes in Euroclear
and Clearstream issued pursuant to the Trust Deed
(the "Due and Payable
Disclosure Event"). This
action is a standard operational step taken by the Trustee
following the non-payment of the 2026 Note Payments.
The six series of Existing Notes
affected by the Due and Payable Disclosure Event are:
(i) U.S.
Dollar 7.75 per cent. Notes due 2024 (Regulation S ISIN:
XS1303921214, Common Code: 130392121; Rule 144A ISIN: US903724AP76,
CUSIP: 903724AP7);
(ii) U.S. Dollar
7.75 per cent. Notes due 2025 (Regulation S ISIN: XS1303921487,
Common Code: 130392148; Rule 144A ISIN: US903724AQ59, CUSIP:
903724AQ5);
(iii) U.S. Dollar 7.75 per
cent. Notes due 2026 (Regulation S ISIN: XS1303925041, Common Code:
130392504; Rule 144A ISIN: US903724AR33, CUSIP:
903724AR3);
(iv) U.S. Dollar 7.75 per
cent. Notes due 2027 (Regulation S ISIN: XS1303925470, Common Code:
130392547; Rule 144A ISIN: US903724AS16, CUSIP:
903724AS1);
(v) U.S. Dollar 7.75
per cent. Notes due 2028 (Regulation S ISIN: XS1303926528, Common
Code: 130392652; Rule 144A ISIN: US903724AT98, CUSIP: 903724AT9);
and
(vi) U.S. Dollar 7.75 per
cent. Notes due 2029 (Regulation S ISIN: XS1303927179, Common Code:
130392717; Rule 144A ISIN: US903724AU61, CUSIP:
903724AU6).
IMPORTANT NOTICE: HOLDERS OF THESE SIX SERIES OF EXISTING
NOTES CANNOT PARTICIPATE IN BOTH THE EXCHANGE AND CONSENT EVENT
AND THE DUE AND
PAYABLE DISCLOSURE EVENT SIMULTANEOUSLY, AS PARTICIPATION IN ONE
EVENT AUTOMATICALLY BLOCKS THE RELEVANT EXISTING NOTES AND,
THEREFORE, PREVENTS PARTICIPATION IN THE OTHER EVENT. CONSEQUENTLY,
HOLDERS OF THESE SIX SERIES OF EXISTING NOTES WISHING TO
PARTICIPATE IN THE EXCHANGE AND CONSENT
EVENT:
1. SHALL SUBMIT THEIR PARTICIPATION INSTRUCTIONS
AS DESCRIBED IN THE MEMORANDUM IN RELATION TO THE
EXCHANGE AND CONSENT
EVENT; AND
2. IF THEY HAVE ALREADY SUBMITTED INSTRUCTIONS
RELATED TO THE DUE AND PAYABLE DISCLOSURE EVENT, THEY WILL NEED TO
CANCEL THOSE EXISTING INSTRUCTIONS BEFORE SUBMITTING THEIR
PARTICIPATION INSTRUCTION IN RELATION TO THE
EXCHANGE AND CONSENT
EVENT AS DESCRIBED IN THE MEMORANDUM.
Ukraine reminds that, in order to participate
in the Invitation, Holders must submit (or arrange to have
submitted on their behalf) Participation Instructions (as defined
in the Memorandum) by no later than 5:00 p.m. (New York City time)
on 27 August 2024 (the "Expiration
Time").
In order to receive the Consent Fee (provided
all Invitation Conditions are met and Ukraine elects to proceed
with the transactions contemplated in the Invitation), Holders must
submit (or arrange to have submitted on their behalf) Participation
Instructions by no later than 5:00 p.m. (New York City time) on 23
August 2024 (the "Early Consent
Deadline").
All times, dates and deadlines in the
Invitation are subject to the right of Ukraine to extend, amend
and/or early terminate the Invitation or modify the Early Consent
Deadline, the Expiration Time, the Effective Date or the Settlement
Date (as defined below) (subject to applicable law, the applicable
Agency Agreements or Trust Deed and as provided in this Memorandum)
with respect to the Existing Notes.
The Memorandum have been uploaded on the
Exchange and Consent Website: https://projects.sodali.com/Ukraine.
Any questions regarding the terms of the
Exchange Offer and Consent Solicitation may be directed to the
Information, Tabulation and Exchange Agent at the address and
telephone number specified below:
Sodali & Co:
|
In
London:
122 Leadenhall Street
London EC3V
4AB
United
Kingdom
|
In Stamford:
333 Ludlow
Street
South Tower, 5th
Floor
Stamford, CT
06902
United States of
America
|
In Hong
Kong:
29/F
No. 28 Stanley
Street
Central
Hong Kong
|
|
Telephone: +44
20 4513 6933
|
Telephone: +1
203 658 9457
|
Telephone:
+852 2319 4130
|
Exchange and Consent
Website: https://projects.sodali.com/Ukraine
Email:
Ukraine@investor.sodali.com
***
THE EXCHANGE OFFER
DESCRIBED IN THE MEMORANDUM IS DIRECTED, AND NEW SECURITIES
DESCRIBED THEREIN WILL BE ISSUED, ONLY TO HOLDERS OF EXISTING NOTES
(I) THAT ARE OUTSIDE THE UNITED STATES HOLDING EXISTING NOTES
REPRESENTED BY AN UNRESTRICTED GLOBAL NOTE CLEARED IN CLEARSTREAM
BANKING S.A. AND EUROCLEAR BANK SA/NV ("REGULATION S NOTES") THAT ARE NOT
RETAIL INVESTORS (AS DEFINED BELOW) OR (II) THAT ARE HOLDING
EXISTING NOTES REPRESENTED BY A RESTRICTED GLOBAL NOTE
CLEARED IN THE DEPOSITORY TRUST COMPANY (OR, IN THE CASE OF
EXISTING NOTES DENOMINATED IN EUROS, CLEARSTREAM BANKING S.A. AND
EUROCLEAR BANK SA/NV) ("RULE 144A
NOTES") THAT ARE (X) EITHER A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT") OR AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)
OF REGULATION D UNDER THE SECURITIES ACT AND (Y) NOT RETAIL
INVESTORS (EACH OF (I) AND (II) AN "ELIGIBLE HOLDER").
Holders of RULE 144a Notes
that are not QUALIFIED INSTITUTIONAL
BUYERs or Accredited Investors, but which are
outside the United States and are not Retail Investors, will need
to transfer their holdings of RULE 144a Notes into REGULATION S
NOTES in order to qualify as Eligible Holders and receive New
SECURITIES. Holders of REGULATION S Notes that are not outside the
United States, but which are QUALIFIED INSTITUTIONAL
BUYERs or Accredited Investors, will need to
transfer their holdings of REGULATION S Notes into RULE 144A NOTES
in order to qualify as Eligible Holders and receive New
SECURITIES.
Holders should take such
action as soon as possible in order to ensure that they can
participate in the Invitation by the relevant deadlines and be
eligible to receive New securities on the Settlement
Date.
PROHIBITION OF
SALES TO EEA RETAIL INVESTORS-THE NEW SECURITIES ARE NOT INTENDED
TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT
BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR
IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS
ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF
ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"),
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A
QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION
(EU) NO 1286/2014, (AS AMENDED, THE "PRIIPS REGULATION"), FOR OFFERING OR
SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE
OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER
THE PRIIPS REGULATION.
THIS COMMUNICATION
AND ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE ISSUE OF THE
NEW SECURITIES OFFERED HEREBY IS NOT BEING MADE, AND SUCH DOCUMENTS
AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORIZED PERSON
FOR THE PURPOSES OF SECTION 21 OF THE FSMA. ACCORDINGLY, SUCH
DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST
NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UK. THE
COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF INVESTMENT
PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER")), OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) WHO
ARE ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY BE MADE
UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). IN THE
UK, THE NEW SECURITIES OFFERED HEREBY ARE ONLY AVAILABLE TO, AND
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION
RELATES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON
IN THE UK THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON
THIS COMMUNICATION OR ANY OF ITS CONTENTS.