Company name Ukraine (Min of Fin)
Headline Tender Offer Launch - Replacement


RNS Number : 1634Q
Ukraine (Ministry of Finance)
07 September 2017
 

 

The following replaces the announcement released today at 16.55 RNS no: 1608Q. The announcement has been replaced in its entirety.

 

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE ATTACHED ANNOUNCEMENT OR THE ASSOCIATED TENDER OFFER MEMORANDUM

7 September 2017

The Ministry of Finance of Ukraine commences an offer to purchase for cash any and all of the outstanding 7.75 per cent. Notes due 2019 issued by Ukraine, and the outstanding 7.75 per cent. Notes due 2020 issued by Ukraine up to an amount obtained by subtracting (i) the aggregate principal amount of 2019 Notes validly tendered and accepted in the Tender Offer from (ii) U.S.$1,500,000,000

The Ministry of Finance of Ukraine (the "Offeror") announces today an invitation to the holders of the outstanding U.S.$1,822,243,000 7.75 per cent. Notes due 2019 (the "2019 Notes") and U.S.$1,779,837,000 7.75 per cent. Notes due 2020 (the "2020 Notes", and together with the 2019 Notes, the "Notes") issued by Ukraine, represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine (the "Issuer"), to tender such Notes for purchase by the Offeror for cash (collectively, the "Tender Offer").

The Tender Offer shall be subject to the terms and conditions set out in the Tender Offer Memorandum dated 7 September 2017 (the "Tender Offer Memorandum") prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Material terms of the Tender Offer

Order of Priority

Description
of the Notes

ISIN/Common Code;
ISIN/CUSIP

Outstanding Principal Amount

Purchase Price

Maximum Acceptance Amount

1

U.S.$1,822,243,000
7.75 per cent. Notes due 2019

Reg S Notes:
XS1303918269/
130391826

144A Notes:
US903724AV45/ 903724AV4

U.S.$1,822,243,000

 

106.000 per cent. of the principal amount of 2019 Notes accepted for purchase

Any and all of the outstanding principal amount of the 2019 Notes

1

U.S.$1,779,837,000 7.75 per cent. Notes due 2020

Reg S Notes:
XS1303918939/
130391893

144A Notes:

US903724AM46/

903724AM4

 

 

U.S.$1,779,837,000

 

106.750 per cent. of the principal amount of 2020 Notes accepted for purchase

An amount equal to $1,500,000,000 minus the aggregate principal amount of 2019 Notes validly tendered and accepted (subject to the right of the Offeror to increase or decrease such amount in its sole discretion and for any reason)

 

Rationale

The Tender Offer is being made as part of the Offeror's liability management exercise in order to extend the average maturity of the Issuer's outstanding external debt stock and optimise the Issuer's external debt profile. The Tender Offer is conditional, amongst other things, on satisfaction of the Financing Condition and the Tax Condition, respectively.

The Issuer is expected to make an announcement of its intention to issue new notes (the "New Notes") on or about the date hereof. The issue of New Notes is expected to comprise a benchmark U.S. dollar-denominated issuance and will be subject in any event to market conditions.

Notes validly tendered and accepted for purchase under the Tender Offer will be purchased by the Offeror using the proceeds of the issuance of the New Notes by the Issuer. Any such Notes will be delivered to the Issuer for cancellation.

Expiration Deadline

The Tender Offer will expire at 5.00 p.m. New York time / 10.00 p.m. London time on 15 September 2017, unless such time and date is extended by the Offeror (such time and date, as the same may be extended, the "Expiration Deadline").

Tender Consideration

The consideration payable to each qualifying Noteholder in respect of relevant Notes of each Series for which the relevant Noteholder has validly submitted an Offer to Sell before the Expiration Deadline and accepted for purchase by the Offeror, will be an amount in cash equal to the Purchase Price multiplied by such principal amount relating thereto plus the Accrued Interest Payment (rounded to the nearest U.S.$0.01, with U.S.$0.005 being rounded upwards).

Purchase Price

The price payable in respect of the 2019 Notes validly submitted for tender and accepted by the Offeror pursuant to the Tender Offer is 106.000 per cent. of the principal amount of 2019 Notes accepted for purchase by the Offeror.

The price payable in respect of the 2020 Notes validly submitted for tender and accepted by the Offeror pursuant to the Tender Offer is 106.750 per cent. of the principal amount of 2020 Notes accepted for purchase by the Offeror.

The Offeror will pay Accrued Interest in respect of all Notes validly submitted for tender and accepted by the Offeror pursuant to the Tender Offer.

Acceptance of Tendered Notes, Maximum Acceptance Amount and Scaling of Tenders

Subject to the terms and conditions of the Tender Offer, the Offeror will accept tenders of any or all of the 2019 Notes for purchase.

Where the 2019 Notes Acceptance Amount is less than the Maximum Acceptance Amount, the Offeror will accept, subject to the terms and conditions of the Tender Offer, tenders of the outstanding principal amount of 2020 Notes, up to the sum obtained by subtracting the 2019 Notes Acceptance Amount from the Maximum Acceptance Amount.

If the aggregate principal amount of 2020 Notes validly tendered in the Tender Offer is greater than the sum obtained by subtracting the 2019 Notes Acceptance Amount from the Maximum Acceptance Amount, the Offeror will accept tenders of 2020 Notes for purchase on a pro rata basis (as described immediately below).

In the event that pro rata allocation applies, for the purposes of such acceptance, each such tender of 2020 Notes will be scaled by a factor equal to (x) the sum obtained by subtracting the 2019 Notes Acceptance Amount from the Maximum Acceptance Amount, divided by (y) the aggregate principal amount of the 2020 Notes that have been validly tendered in the Tender Offer.

Each tender of 2020 Notes reduced in this manner will be rounded down to the nearest Incremental Denomination provided that the Offeror will not accept a tender of 2020 Notes in this manner where the acceptance of prorated Notes would result in a 2020 Noteholder (i) transferring 2020 Notes to the Offeror in an aggregate principal amount less than the Minimum Denomination, or (ii) holding a residual amount of 2020 Notes totaling less than the minimum denomination of the 2020 Notes, being U.S.$100,000.

Notes in respect of which the Offeror has not accepted a tender of Notes will remain outstanding subject to the terms and conditions of such Notes and will be unblocked in the respective Clearing System as soon as possible after the Settlement Date.

Each acceptance of a tender of Notes shall become effective through settlement without any further notification of such acceptance to the respective Noteholders, and the respective Noteholders waive any such separate notification of acceptance by transmitting the Tender Instruction.

Financing Condition

Whether the Offeror will accept for purchase any Notes validly tendered in the Tender Offer is subject, among other things, to the successful completion of the issuance by the Issuer of the New Notes on or prior to the Settlement Date, in order to enable it to fund the Tender Consideration in respect of the Notes accepted for purchase in the Tender Offer.

Tax Condition

Whether the Offeror will accept for purchase any Notes validly tendered in the Tender Offer is further subject, among other things, to the coming into full force and effect before the Settlement Date of the Tax Code Amendment. For the avoidance of doubt, the Tax Condition may not be waived by the Offeror.

Allocation of the New Notes

Subject to the conditions and on the terms set out in the Tender Offer Memorandum, Noteholders who wish to tender their Notes and subscribe for New Notes should request an Allocation Identifier Code, which can be obtained by contacting the Dealer Managers, in their Tender Instruction.

The Issuer will review Tender Instructions and may give priority in connection with the allocation of New Notes to those investors tendering with Allocation Identifier Codes whose instructions are received by the Tender Agent prior to the Expiration Deadline. However, no assurances can be given that any Noteholder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.

Any priority in relation to the allocation of New Notes referred to above in connection with the provision of Allocation Identifier Codes shall be limited to the Purchase Amount of the Notes tendered and not the Accrued Interest Payment in relation thereto.

The receipt of an Allocation Identifier Code in conjunction with the tender of Notes in the Tender Offer is not an allocation of the New Notes. In order to apply for the purchase of the New Notes from the Offeror, such Noteholder must make a separate application in respect of the New Notes for the purchase of such New Notes.

The ability to purchase New Notes and to use Allocation Identifier Codes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction. In particular, Noteholders in the United States must be qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") in order to be eligible to apply for and obtain an Allocation Identifier Code or purchase New Notes.

Noteholders who wish to tender their Notes and subscribe for New Notes must submit one instruction per beneficial owner. Noteholders who wish to tender their Notes and not subscribe for New Notes must also submit one instruction per beneficial owner. Allocation Identifier Codes will be supplied per beneficial holder.

Any allocations of New Notes, while being considered by the Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures. For full details regarding the allocation identifier codes, please refer to the Tender Offer Memorandum.

Expected Timetable of Key Events

The following table sets forth the expected dates and times of the key events relating to the Tender Offer. The times and dates below are indicative only.

Events

Times and Dates

(All times are New York time, unless otherwise indicated)

Commencement of the Tender Offer

7 September 2017

Notice of the Tender Offer distributed via the Clearing Systems and published on the website of the Irish Stock Exchange plc and on one or more Recognised News Services.


Tender Offer Memorandum made available to Noteholders upon request.


Beginning of Tender Offer Period


Expiration Deadline

5.00 p.m. on 15 September 2017

Final deadline for receipt of valid Tender Instructions, including Allocation Identifier Codes, by the Tender Agent in order for Noteholders to be able to participate in the Tender Offer.

Final deadline for Noteholders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Tender Agent before such time).


Announcement of the results of the Tender Offer

As soon as practicable after the Expiration Deadline

Announcement of whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Tender Offer and, if so accepted, the 2019 Notes Acceptance Amount, the 2020 Notes Acceptance Amount, the Final Acceptance Amount, any Scaling Factor and Accrued Interest for each Series of Notes (expressed as a percentage of the nominal amount of each Series of Notes), and whether the Financing Condition and the Tax Condition, respectively, are expected to be satisfied.


Settlement Date

Expected to be on or before 27 September 2017

Subject to the satisfaction of the Financing Condition and the Tax Condition, settlement of the Tender Offer.


Payment of Tender Consideration in respect of Notes accepted for purchase.


 

NOTEHOLDERS ARE ADVISED TO CHECK WITH THE BROKER, BANK, CUSTODIAN, TRUST COMPANY, NOMINEE OR OTHER INTERMEDIARY THROUGH WHICH THEY HOLD THEIR NOTES WHETHER SUCH INTERMEDIARY WOULD REQUIRE RECEIVING INSTRUCTIONS TO PARTICIPATE IN, OR TO WITHDRAW THEIR INSTRUCTION TO PARTICIPATE IN, THE TENDER OFFER PRIOR TO THE DEADLINES SET OUT ABOVE. SUCH INTERMEDIARY MAY HAVE EARLIER DEADLINES FOR RECEIVING INSTRUCTIONS THAN THE EXPIRATION DEADLINE. EACH NOTEHOLDER SHOULD PROMPTLY CONTACT THE BROKER, DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE THAT HOLDS ITS NOTES TO DETERMINE ITS DEADLINE OR DEADLINES. THE DEADLINES SET BY EACH CLEARING SYSTEM FOR THE SUBMISSION OF TENDER INSTRUCTIONS MAY ALSO BE EARLIER THAN THE RELEVANT DEADLINES ABOVE, IN WHICH CASE NOTEHOLDERS SHOULD FOLLOW THOSE EARLIER DEADLINES.

SIGNIFICANT DELAYS MAY BE EXPERIENCED WHERE NOTICES ARE DELIVERED THROUGH THE CLEARING SYSTEMS AND NOTEHOLDERS ARE URGED TO CONTACT THE DEALER MANAGERS OR THE TENDER AGENT AT THE TELEPHONE NUMBERS SPECIFIED ON THE BACK COVER OF THE TENDER OFFER MEMORANDUM FOR THE RELEVANT ANNOUNCEMENTS DURING THE TENDER OFFER PERIOD. ALL ANNOUNCEMENTS WILL BE MADE AVAILABLE UPON RELEASE AT THE OFFICES OF THE TENDER AGENT.

The Offeror reserves the right to extend, withdraw, terminate or amend the terms and conditions of the Tender Offer at any time following the announcement of the Tender Offer. Details of any such extension, withdrawal, termination or amendment will be notified by the Offeror to the Noteholders and the Irish Stock Exchange plc as soon as practicable after such decision.

General

The Offeror is not under any obligation to accept any tender of Notes for purchase pursuant to any Tender Offer. Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Offeror for any reason and the Offeror is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes for purchase may be rejected if the relevant Tender Offer is terminated, if such Tender Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

The Offeror has retained BNP Paribas, Goldman Sachs International and J.P. Morgan Securities plc to act as the Dealer Managers (the "Dealer Managers") and Lucid Issuer Services Limited to act as the Tender Agent (the "Tender Agent"). Questions or requests for assistance concerning the terms of the Tender Offer should be directed to the Dealer Managers at:

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

Attn: Liability Management Group

Tel: +44 207 595 8668

Email: Liability.management@bnpparibas.com

Goldman Sachs International
 Peterborough Court
133 Fleet Street
London EC4A 2BB

United Kingdom

Attn: Liability Management Group

Tel: +44 20 7774 9862

Email: liabilitymanagement.eu@gs.com

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Attn: Liability Management

Tel: +44 20 7134 2468

Email: em_europe_lm@jpmorgan.com

Questions or requests for assistance concerning the procedures of the Tender Offer or for additional copies of the Tender Offer Memorandum should be directed to Lucid Issuer Services Limited, as the Tender Agent in London Tel: +44 (0) 20 7704 0880; E-Mail: ukraine@lucid-is.com; Attention: David Shilson / Alexander Yangaev.

None of the Dealer Managers or the Tender Agent (or their directors, employees or affiliates) makes any representation or recommendation whatsoever regarding the Tender Offer or any recommendation as to whether Noteholders should tender Notes in the Tender Offer. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.

This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

* * * * *

Offer restrictions

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and regulations. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law and regulation. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Managers and the Tender Agent to inform themselves about and to observe, any such restrictions (the "Offer Restrictions"), including those set out below.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be U.S.$200,000.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (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 United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 49 of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this announcement or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

France

The Tender Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting for their own account and all as defined in, and in accordance with, Articles L.4111, L.4112 and D.4111 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. This announcement and the Tender Offer Memorandum have not been and will not be submitted to the clearance procedures (visa) of the Autorité des Marchés Financiers.

Republic of Italy

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

In the Republic of Italy, the Tender Offer is being carried out as an exempted offer pursuant to Article 101bis, paragraph 3bis of Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35bis, paragraphs 3 and 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB Regulation").

Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis‑à‑vis its clients in connection with the Notes, the Tender Offer or the Tender Offer Memorandum.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an Offer to Sell Notes or New Notes, and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful.

Each Noteholder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Tender Offer - Tender Instructions" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Issuer, each Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted. The acceptance of any tender shall not be deemed to be a representation or a warranty by any of the Offeror, the Issuer, the Dealer Managers or the Tender Agent that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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