MONTEVIDEO, Uruguay, May 8, 2024
/PRNewswire/ --
The Republic of Uruguay
("Uruguay"), announced
today the commencement of:
- A global offer to purchase for cash (the "Global Tender Offer")
bonds of each series of Global Bonds listed in the table below
under "Global Tender Offer" (collectively, the "Old Global Bonds"
and each Old Global Bond, a "series" of Old Global Bonds) such that
the aggregate Purchase Price to be paid for the Old Global Bonds
tendered and accepted for purchase pursuant to the Global Tender
Offer is equal to a maximum purchase amount for each series to be
determined by Uruguay in its sole
discretion. The terms and conditions of the Global Tender Offer are
set forth in the offer to purchase, dated Wednesday, May 8, 2024 (the "Global Offer to
Purchase").
- A local offer to purchase for cash (the "Local Tender Offer")
Treasury Notes and/or Monetary Regulation Bills listed in the
tables below under "Local Tender Offer" (the "Old Local
Securities"), subject to the terms and conditions described in the
information memorandum dated Wednesday, May
8, 2024 (the "Local Information Memorandum").
Global Tender Offer
The Global Tender Offer is not conditioned upon any minimum
participation of any series of Old Global Bonds but is conditioned,
among other things, on the pricing (but not the closing) of a new
series of UI-denominated Global Bonds (the "New UI Global Bonds")
and a reopening of existing Peso-denominated Global Bonds (the "New
Ps. Global Bonds" and, together with the New UI Global 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, May 8, 2024 (the "New Bonds
Offering").
The Global Tender Offer will commence at or around 8:00 a.m., New
York time, on Wednesday, May 8,
2024 and, unless extended or earlier terminated, expire at
(i) 12:00 noon, New York
time, on Wednesday, May 8, 2024 for
non-preferred tenders (the "Non-Preferred Tender Period"), and (ii)
2:00 p.m., New York time, on
Wednesday, May 8, 2024 for preferred
tenders (the "Preferred Tender Period"). The settlement of the
Global Tender Offer is scheduled to occur on Tuesday, May 14, 2024 (the "Global Tender Offer
Settlement Date"). The purchase price to be paid per Ps. 1,000
nominal principal amount of each series of Old Global Bonds
tendered and accepted pursuant to the Global Tender Offer will be
equal to the fixed price indicated in the table below (the
"Purchase Price"). Holders whose Old Global Bonds are accepted in
the Global Tender Offer will also receive any accrued and unpaid
interest from, and including, the last interest payment date for
such Old Global Bonds up to, but excluding, the Global Tender Offer
Settlement Date (the "Accrued Interest"). Accrued Interest for
Preferred and Non-Preferred Tender Orders will be payable in
cash.
Old Global
Bonds
|
Outstanding
Nominal Principal
Amount as of
Monday, May 8,
2024
|
ISIN
|
CUSIP
|
Common
Code
|
Nominal Purchase
Price (per Ps.1,000
Principal
Amount)(1) (2)
(3)
|
4.250% Global UI Bonds
due
2027 ("2027 UI Bonds")(4)
|
Ps.
9,914,541,000
|
US760942AU61
|
760942AU6
|
029507929
|
Ps. 1,030.00
|
4.375% Global UI Bonds
due
2028 ("2028 UI Bonds")(5)
|
Ps.
32,848,290,345
|
US917288BD36
|
917288BD3
|
071903796
|
Ps. 1,050.00
|
|
|
|
|
|
|
(1) The Purchase Price and
Accrued Interest of the Old Global Bonds shall be converted into
U.S. dollars at an exchange rate of Ps. 38.516 to US$1.00.
(2) In addition, investors will receive Accrued
Interest, as described above.
(3) The nominal principal amount of Old Global
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 Global Bonds to the Global
Tender Offer Settlement Date, which is expected to be Tuesday, May 14, 2024. As of the expected Global
Tender Offer Settlement Date, (i) the Adjustment UI Factor for the
2027 UI Bonds would be 3.6647, which is the ratio of 6.0104, the
value of the UI index at the Global Tender Offer Settlement Date,
over 1.6401, the value of the UI index at the time of the issuance
of the 2027 UI Bonds and (ii) the Adjustment UI Factor for the 2028
UI Bonds would be 2.5995, which is the ratio of 6.0104, the value
of the UI index at the Global Tender Offer Settlement Date, over
2.3121, the value of the UI index at the time of the issuance of
the 2028 UI Bonds.
(4) The principal amount of the 2027 UI Bonds
outstanding, as adjusted by the Adjustment UI Factor is Ps.
36,333,818,403.
(5) The principal amount of the 2028 UI Bonds
outstanding, as adjusted by the Adjustment UI Factor is Ps.
85,389,130,752.
Tender Orders (as defined below) made by holders of any series
of Old Global Bonds who have submitted a corresponding Indication
of Interest (as defined in the Global Offer to Purchase) for the
New UI Global Bonds prior to the New Bonds Pricing Time (as defined
in the Global Offer to Purchase) will be accepted before any other
Tender Orders of such series of Old Global Bonds.
During the Non-Preferred Tender Period or Preferred Tender
Period, as applicable, a holder of Old Global Bonds may place
orders to tender Old Global 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 delivery bank for the Global Tender Offer (in such
capacity, the "Billing and Delivery Bank"), will consolidate all
Tender Orders and, upon instruction of Uruguay, accept Old Global Bonds for purchase
pursuant to the Global Tender Offer, subject to proration as
described in the Global Offer to Purchase, at or around
8:00 a.m., New York time, on
Thursday, May 9, 2024 or as soon as
possible thereafter.
The Global Tender Offer is subject to Uruguay's right, at its sole discretion and
subject to applicable law, to instruct the Billing and Delivery
Bank to extend, terminate, withdraw, or amend the Global Tender
Offer at any time. Each of Uruguay
and the Billing and Delivery 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 Global Bonds must be in
Permitted Tender Amounts (as defined in the Global Offer to
Purchase) as set forth in the Global 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 Global Tender Offer. If you hold
Old Global Bonds through DTC, they must be delivered to the Billing
and Delivery Bank for settlement no later than 3:00 p.m., New
York time, on the Global Tender Offer Settlement Date. If
you hold Old Global Bonds through Euroclear or Clearstream, the
latest process you can use to deliver your Old Global Bonds to the
Billing and Delivery Bank is the overnight process, one day prior
to the Global Tender Offer Settlement Date; you may not use the
optional daylight process. Failure to deliver Old Global 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 UI Global 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 UI Global 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 Global 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
Global Bonds in the Global Tender Offer. Old Global Bonds
accepted for purchase will be settled on a delivery versus payment
basis with the Billing and Delivery Bank on the Global Tender Offer
Settlement Date in accordance with customary brokerage practices
for corporate fixed income securities.
All Old Global Bonds that are tendered pursuant to Tender Orders
placed through a Dealer Manager and accepted will be purchased by
the Billing and Delivery Bank in such amounts as Uruguay shall determine and subject to the
terms and conditions of the Global Offer to Purchase. Subject to
the terms and conditions of the Global Tender Offer, only the
Billing and Delivery Bank will be liable for the payment of the
Purchase Price and Accrued Interest for Old Global Bonds validly
tendered and accepted as instructed by Uruguay, as described in the Global Offer to
Purchase. Uruguay will not
be liable under any circumstances for any payment of the Purchase
Price and Accrued Interest to the holders of Old Global Bonds
tendered in the Global Tender Offer. The Billing and Delivery Bank
shall not be liable for payments to any holder of Old Global Bonds
validly tendered and accepted for purchase if such holder fails to
deliver such Old Global Bonds at or prior to the deadlines ahead of
the settlement of the Global Tender Offer as described in the
Global Offer to Purchase.
The Global Offer to Purchase may be downloaded from the
Information Agent's website at
https://projects.morrowsodali.com/uruguay or obtained from the
Information Agent, Morrow Sodali International LLC (Email:
uruguay@investor.morrowsodali.com, Telephone: +1 203 658 9457 / +44
20 4513 6933), or from any of the Dealer Managers.
The Dealer Managers for the Global Tender Offer are:
HSBC Securities
(USA) Inc.
66 Hudson
Boulevard
New York, New York
10001
United States of
America
Attention: Global
Liability Management Group
Toll Free: +1 (888)
HSBC-4LM
Collect: +1 (212)
525-5552
Email:
lmamericas@us.hsbc.com
|
Santander US Capital
Markets LLC
437 Madison Avenue,
10th Floor
New York, New York
10022
United States of
America
Attention: Liability
Management Group
Toll Free: +1 (855)
404-3636
Collect: +1 (212)
350-0660
|
Itau BBA USA
Securities, Inc.
540 Madison Avenue,
24th Floor
New York, New York
10022
United States of
America
Attention:
DCM
Collect: +1 (212)
710-6749
|
Questions regarding the Global Tender Offer may be directed to
the Dealer Managers at the above contact.
Local Tender Offer
The Local Tender Offer is conditioned upon (i) the allocation of
the New Bonds Offering, in an amount, at prices and on terms
acceptable to Uruguay in its sole
discretion and (ii) the New Bonds Offering not being terminated
prior to the settlement of the Local Tender Offer.
Only those individuals and/or legal entities that participate in
the New Bonds Offering, and for up to the amount of New UI Global
Bonds and/or New Ps. Global Bonds allocated to them in the New
Bonds Offering (net of the amount of Old Global Bonds of such
person accepted by Uruguay for
purchase under the Global Tender Offer) may tender their Old Local
Securities in the Local Tender Offer (hereinafter the "Eligible
Holders"). Eligible Holders may only tender an amount of Old Local
Securities of not less than Ps. 100,000 (one hundred thousand
Uruguayan Pesos) or UI 100,000 (one hundred thousand Indexed
Units), as applicable, and, in all cases, subject to the Eligible
Holder's compliance with applicable law (including those of its
country of residence or incorporation).
Eligible Holders will be able to select Old Local Securities
through the ÁGATA system of the Central Bank of Uruguay beginning on the time Uruguay announces the allocation of the Global
Bonds (estimated for Wednesday, May 08,
2024 at 4:30 p.m., or as soon
thereafter as practicable) until Friday, May
10, 2024 at 2:00 p.m.
Eligible Holders may participate in the Local Tender Offer with
Old Local Securities up to the equivalent of the maximum amount
allocated to them in the New Bonds Offering (net of the amount of
Old Global Bonds of such person that are accepted for repurchase
under the Global Tender Offer).
The repurchase of the Old Local Securities will be carried out
respecting the order of priority established by the Eligible Holder
when selecting Old Local Securities in the ÁGATA system. However,
if the total value of the Old Local Securities selected by the
Eligible Holder exceeds the effective value allocated in the New
Bonds Offering, the Central Bank of Uruguay (a) will observe the order of priority
established by the respective Eligible Holder in the ÁGATA system
and (b) in case a certain order of priority has not been indicated
in the system, disregard selected Old Local Securities with the
longest maturity, until reaching the maximum amount admissible for
each Holder.
Eligible Holders participating in the Local Tender Offer will
receive in payment for each Ps. 1,000 (one thousand Uruguayan
Pesos) or UI 1,000 (one thousand Indexed Units) nominal amount of
their Old Local Securities validly tendered, an amount in cash in
U.S. dollars equivalent to the nominal purchase price indicated in
the tables below, divided by the exchange rate used in the New
Bonds Offering of Ps. 38.516 to US$1.00.
Old Local Securities of UI-denominated Treasury Notes
|
|
|
Outstanding Principal Amount as
of May 8, 2024
|
|
|
|
ISIN
|
Series
|
Maturity Date
|
Nominal
|
Residual
|
Cupon (in %)
|
Purchase Price (per UI
1,000)(1) (2)
|
Purchase Price (in
US$)(3)
|
UYNA00013UI7
|
13
|
5/25/2025
|
6,330,611,115
|
4,220,407,409
|
4.00
|
1,023.7778
|
26.5806
|
UYNA00027UI7
|
27
|
6/9/2024
|
3,439,705,759
|
1,146,568,586
|
2.975
|
1,013.8090
|
26.3218
|
(1) Purchase Price in Indexed Units
for each UI 1,000 (one thousand Indexed Units) of nominal value,
including accrued interest up to and including the settlement of
the Local Tender Offer.
(2) This Purchase Price will be converted into
Uruguayan Pesos using an UI of 6.0104
(3) Purchase Price expressed in U.S. dollars by
converting the Uruguayan Peso amounts to U.S. dollars using an
exchange rate of Ps. 38.516 to US$1.00.
Old Local Securities of Monetary Regulation Bills in Uruguayan
Pesos
ISIN
|
Maturity
Date
|
Outstanding
Principal
Amount as of May 7,
2024
|
Purchase
Price (per Ps. 1,000)(1)
|
Purchase
Price (in US$)(2)
|
UYLR13623UY8
|
5/20/2024
|
11,902,798,000
|
998.7509
|
25.9308
|
UYLR13546UY1
|
5/31/2024
|
13,943,828,000
|
996.2564
|
25.8660
|
UYLR13626UY1
|
6/3/2024
|
10,646,972,000
|
995.5911
|
25.8488
|
UYLR13610UY5
|
6/5/2024
|
10,207,976,000
|
995.1469
|
25.8372
|
UYLR13613UY9
|
6/12/2024
|
12,562,450,000
|
993.5975
|
25.7970
|
UYLR13591UY7
|
6/21/2024
|
9,838,375,000
|
991.5903
|
25.7449
|
UYLR13617UY0
|
6/26/2024
|
9,169,392,000
|
990.4998
|
25.7166
|
UYLR13450UY6
|
7/3/2024
|
9,825,660,000
|
988.9493
|
25.6763
|
UYLR13552UY9
|
7/5/2024
|
8,365,668,000
|
988.5059
|
25.6648
|
UYLR13622UY0
|
7/10/2024
|
8,749,272,000
|
987.4006
|
25.6361
|
UYLR13597UY4
|
7/12/2024
|
11,807,760,000
|
986.9600
|
25.6247
|
UYLR13554UY5
|
7/19/2024
|
10,609,460,000
|
985.4176
|
25.5846
|
UYLR13601UY4
|
7/26/2024
|
8,959,160,000
|
983.8762
|
25.5446
|
UYLR13624UY6
|
7/31/2024
|
6,200,300,000
|
982.7756
|
25.5160
|
UYLR13605UY5
|
8/2/2024
|
8,762,690,000
|
982.3776
|
25.5057
|
UYLR13562UY8
|
8/9/2024
|
12,815,724,000
|
980.7988
|
25.4647
|
UYLR13611UY3
|
8/30/2024
|
9,024,724,000
|
976.2009
|
25.3453
|
UYLR13568UY5
|
9/6/2024
|
10,734,780,000
|
974.6724
|
25.3056
|
UYLR13470UY4
|
9/25/2024
|
10,612,492,000
|
970.5303
|
25.1981
|
UYLR13619UY6
|
10/4/2024
|
11,032,600,000
|
968.5754
|
25.1474
|
UYLR13575UY0
|
10/18/2024
|
9,471,650,000
|
964.1814
|
25.0333
|
UYLR13625UY3
|
11/1/2024
|
4,038,440,000
|
962.5015
|
24.9897
|
UYLR13586UY7
|
11/15/2024
|
6,473,310,000
|
959.4765
|
24.9111
|
UYLR13593UY3
|
12/27/2024
|
8,868,640,000
|
950.4478
|
24.6767
|
UYLR13599UY0
|
1/17/2025
|
11,734,250,000
|
945.9601
|
24.5602
|
UYLR13506UY5
|
1/29/2025
|
15,679,872,000
|
943.4020
|
24.4938
|
UYLR13608UY9
|
2/7/2025
|
10,400,756,000
|
941.4885
|
24.4441
|
UYLR13614UY7
|
3/7/2025
|
17,332,380,000
|
935.5423
|
24.2897
|
UYLR13620UY4
|
4/25/2025
|
14,030,630,000
|
925.1771
|
24.0206
|
UYLR13529UY7
|
4/30/2025
|
10,780,530,000
|
924.1461
|
23.9938
|
UYLR13627UY9
|
5/2/2025
|
4,946,712,000
|
923.7308
|
23.9830
|
UYLR13550UY3
|
6/25/2025
|
8,737,290,000
|
912.4380
|
23.6898
|
UYLR13567UY7
|
10/1/2025
|
8,466,970,000
|
892.2191
|
23.1649
|
UYLR13589UY1
|
12/30/2025
|
3,628,250,000
|
873.9270
|
22.6900
|
(1) Purchase Price in Uruguayan Pesos
for each $1,000 (one thousand
Uruguayan Pesos) nominal value.
(2) Purchase Price expressed in U.S. dollars by
converting the peso amounts to U.S. dollars using an exchange rate
of Ps. 38.516 to US$1.00.
Old Local Securities shall be tendered in denominations of not
less than Ps. 100,000 (one hundred thousand Uruguayan Pesos) or UI
100,000 (one hundred thousand Indexed Units), as applicable and, in
the event that the Eligible Holder tenders Old Local Securities in
an amount that is not a multiple of the denomination in which the
New Bonds will be issued, the Republic will pay the balance in
cash.
Eligible Holders residing in Uruguay that wish to participate in the Local
Tender Offer should contact their broker and/or financial
intermediation entities authorized by the Central Bank of
Uruguay in order to obtain
information on the scope of the Local Tender Offer, being
exclusively responsible before Uruguay for any non-compliance with applicable
law.
Non-resident Eligible Holders must also consult directly with
their custodians regarding the specific requirements necessary for
the purposes of their participation. Non-resident Eligible
Holders who wish to participate in the Local Tender Offer shall
obtain an allocation code from the Dealer Managers specified above,
in order to be able to identify their Old Local Securities for
tender. Such allocation code may be requested as part of the
allocation in the New Bonds Offering.
The Local Information Memorandum may be obtained from
Uruguay. The Dealer Managers
are not acting as dealer managers for the Local Tender Offer.
Questions regarding the structure of the Local Tender Offer may
be directed to Uruguay at:
Victoria Buscio (email:
victoria.buscio@mef.gub.uy, Telephone: + 598 (2) 1712 2785)
Gabriela Tobias (email:
gabriela.tobias@mef.gub.uy, Telephone: + 598 (2) 1712 2786)
Antonio Juambeltz (email:
antonio.juambeltz@mef.gub.uy, Telephone: + 598 (2) 1712 2957)
Jessica Gerpe (email:
jessica.gerpe@mef.gub.uy, Telephone: + 598 (2) 1712 2957)
Questions regarding the tendering process may be directed to the
Central Bank of Uruguay at:
Fabio Malacrida (email:
fabiom@bcu.gub.uy, + 598 (2) 1967 1102)
Marcelo Vidoni (email:
mvidoni@bcu.gub.uy, + 598 (2) 1967 2444)
Veronica Vitette (email: vvitette@bcu.gub.uy, + 598 (2) 1967
2426)
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 press release:
https://www.sec.gov/Archives/edgar/data/102385/000119312523182065/d511752dsba.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312524131598/d828973d18k.htm
Important Notice
This announcement is not an offer to purchase or a
solicitation of an offer to sell the Old Global Bonds or Old Local
Securities. The Global Tender Offer will be made only by and
pursuant to the terms of the Global Offer to Purchase, as may be
amended or supplemented from time to time and the Local Tender
Offer will be made only by and pursuant to the terms of the Local
Information Memorandum, as may be amended or supplemented from time
to time. The Dealer Managers are not acting as dealer
managers for the Local Tender Offer.
The distribution of materials relating to the New
Bonds Offering, Global Tender Offer and Local Tender Offer, and the
transactions contemplated by the New Bonds Offering, Global Tender
Offer and Local Tender Offer, may be restricted by law in certain
jurisdictions. Each of the New Bonds Offering, Global Tender
Offer and Local Tender Offer is made only in those jurisdictions
where it is legal to do so. The New Bonds Offering, Global Tender
Offer and Local Tender Offer are void in all jurisdictions where
they are prohibited. If materials relating to the New Bonds
Offering, Global Tender Offer or Local 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, Global Tender Offer and Local 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 Global 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 Global 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 Global
Tender Offer in accordance with the terms thereof are referred to
as "holders" and owners who may lawfully participate in the Local
Tender Offer in accordance with the terms thereof are referred to
as "Eligible Holders."
Stabilization/FCA
No securities are 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 any Member State of the
European Economic Area ("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 Article 2
of Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any securities or otherwise
making them available to retail investors in the EEA has been
prepared and therefore any offering or selling of any securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
No securities are 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 United Kingdom (the "UK"). For these purposes,
(a) a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 ("FSMA") and any rules or regulations made under
the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA; or (iii) an
investor who is not a qualified investor as defined in Article 2 of
the UK Prospectus Regulation, and (b) the expression "offer"
includes the communication in any form and by any means of
sufficient information on the terms of the offer and the securities
to be offered so as to enable an investor to decide to purchase or
subscribe for the securities. Consequently, no key information
document required by the PRIIPs Regulation, as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"),
for offering or selling securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore any offering or selling of securities or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
The expression "UK Prospectus Regulation" means the Prospectus
Regulation, as it forms part of UK domestic law by virtue of the
EUWA.
Neither this communication nor any other offer materials
relating to the Global Tender Offer or Local Tender Offer are being
made, and this communication has not been approved, by an
authorized person for the purposes of section 21 of the FSMA. This
announcement is for distribution only to persons who (i) are
outside the UK; (ii) have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Financial Promotion Order"); (iii) are
persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the
Financial Promotion Order; or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
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.
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content:https://www.prnewswire.com/news-releases/republic-of-uruguay--announcement-of-tender-offers-302139765.html
SOURCE The Republic of Uruguay