TIDM80LW
RNS Number : 8310K
Republic of Uruguay
13 April 2018
FOR IMMEDIATE RELEASE
April 13, 2018
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
April 12, 2018 (the "Offer to Purchase"). Uruguay has instructed
HSBC Securities (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 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 Non-Preferred Tender Offer and Preferred Tender Offer
expired as scheduled at 12:00 noon and 3:00 p.m. New York time,
respectively, on April 12, 2018.
The Maximum Purchase Amount is (i) US$0 principal amount for the
2022 Bonds (as defined below), (ii) US$227,356,771 principal amount
for the 2024 Bonds (as defined below), (iii) US$0 principal amount
for the 2025 Bonds (as defined below), and (iv) US$0 principal
amount for the 2033 Bonds (as defined below).
The aggregate principal amount of Preferred and Non-Preferred
Tenders of Old Bonds and the aggregate principal amount of
Preferred and Non-Preferred Tenders of such Old Bonds that have
been accepted are shown in the table below. No Non-Preferred
Tenders have been accepted. Appropriate adjustments will be made so
that purchases are made in the minimum denominations set forth in
the Offer to Purchase.
Aggregate Aggregate
Aggregate Principal Aggregate Principal
Principal Amount Principal Amount
Amount of of Preferred Amount of Non-Preferred
Global USD Preferred Tenders of Non-Preferred Tenders
Bonds Tenders Accepted Tenders Accepted
---------------- ------------------ ------------------ ------------------ ------------------
8.000% Global U.S.$ 97,257,943 U.S.$ 0 U.S.$ 9,932,350 U.S.$ 0
Bonds due 2022
("2022 Bonds")
4.500% Global U.S.$ 227,356,771 U.S.$ 227,356,771 U.S.$ 33,405,729 U.S.$ 0
Bonds due 2024
("2024 Bonds")
6.875% Global U.S.$ 75,672,985 U.S.$ 0 U.S.$ 3,467,097 U.S.$ 0
Bonds due 2025
("2025 Bonds")
7.875% Global U.S.$ 46,159,987 U.S.$ 0 U.S.$ 13,589,022 U.S.$ 0
Bonds due 2033
("2033 Bonds")
Holders of Old Bonds held through DTC that 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 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 Thursday, April 19, 2018,
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 New Bonds in
the New Bonds Offering in respect of your related Indication of
Interest 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.
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 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, April 12, 2018 (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 Offer not being
terminated prior to or at the time of the settlement of the Offer.
BBVA Securities Inc., Citigroup Global Markets Inc. and HSBC
Securities (USA) 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
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
BBVA Securities Inc. Citigroup Global Markets Inc.
1345 Avenue of the Americas, 44th 388 Greenwich Street HSBC Securities (USA) Inc.
Floor New York, New York 10013 452 Fifth Avenue
New York, New York 10105 United States of America New York, New York 10018
United States of America Attention: Liability Management Group United States of America
Attention: Liability Management Collect: (212) 723-6106 Attention: Global Liability
Toll-free: (800) 558-3745 Management Group
Collect: (212) 728-2446 Collect: (212) 525-5552
Toll-free: (800) 422-8692 Toll-free: (888) HSBC-4LM
Important Notice
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" 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 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") Order; or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, persons falling within
Articles 49(2)(a) to (d) of the Order ("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
MSCIJMATMBBBMTP
(END) Dow Jones Newswires
April 13, 2018 08:00 ET (12:00 GMT)
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