TIDM35NP TIDMYX26
RNS Number : 3222M
Oman (Government of Sultanate of)
13 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THE GOVERNMENT OF THE SULTANATE OF OMAN, REPRESENTED BY THE
MINISTRY OF FINANCE, ANNOUNCES an UPDATED timetable in relation to
the cash offers for certain outstanding series of notes
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION
(EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR")
13 September 2023 . On 12 September 2023, The Government of the
Sultanate of Oman, represented by the Ministry of Finance (the
"Government"), announced an invitation to the holders of (i) the
Certificates (as defined in the Tender Offer Memorandum) to tender
any and all such Certificates for purchase by the Government for
cash, subject to satisfaction or waiver of certain conditions
described in the Tender Offer Memorandum dated 12 September 2023
(the "Tender Offer Memorandum") (such invitation, the "Any and All
Offer") and (ii) the 2025 Notes, the 2026 Notes and the 2027 Notes
(each as defined in the Tender Offer Memorandum) (collectively, the
"Notes", and, together with the Certificates, the "Securities" and
each, a "Series") to tender such Notes for purchase by the
Government for cash subject to the Maximum Aggregate Note Purchase
Amount (each such invitation, a "Capped Offer" and together, the
"Capped Offers" and together with the Any and All Offer, the
"Offers"), in each case, subject to satisfaction or waiver of the
conditions described in the Tender Offer Memorandum and at a price
calculated as described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
The Government hereby announces an updated expected timetable,
as follows:
Expected Timetable of Events
Future times and dates below are indicative only.
Event Expected Times and Dates
------------------------------------------ ---------------------------
Commencement Date
Offers were announced via the Clearing 12 September 2023
Systems and published by way of
announcement on a Notifying News
Service and on the website of the
stock exchange on which the relevant
Series is listed. Clearing System
Notice was sent to Direct Participants.
Tender Offer Memorandum made available
via the Tender Offer Website.
Pricing Time and Pricing Date
in respect of the Any and All Offer
Determination of the Benchmark 10:00 a.m., New York time
Security Rate, Reference Yield on 19 September 2023
and Purchase Price in respect of
the Certificates subject to the
Any and All Offer.
The Government will publish an
announcement stating the applicable
Purchase Price in respect of the
Certificates as promptly as practicable
after the applicable Pricing Time
on the applicable Pricing Date.
Expiration Deadline
Deadline for receipt of valid Tender 5:00 p.m., New York time
Instructions by the Tender Agent on 19 September 2023
in order for Holders to be able
to participate in the relevant
Offer, unless extended or earlier
terminated by the Government. In
the case of an extension, the Expiration
Deadline will be such other date
and time, as so extended and modified
as provided below.
Announcement of indicative Series As soon as practicable
Acceptance Amounts and indicative on 20 September 2023
details of scaling in respect of
the Notes in the Capped Offers
Announcement of (i) a non-binding
indication of the levels at which
the Government expects to set the
Series Acceptance Amount and Clearing
Spread for each Series of Notes
in the Capped Offers and (ii) indicative
details of any scaling of valid
tenders of Notes for purchase in
the Capped Offers that will be
applied, in the event that the
Government decides to accept any
valid tenders of Notes pursuant
to the Capped Offers
Pricing Time and Pricing Date
in respect of the Capped Offers
Determination of the Benchmark 10:00 a.m., New York time
Security Rate, Purchase Yield and on 20 September 2023
Purchase Price in respect of each
Series of Notes in the Capped Offers.
The Government will publish an
announcement stating the applicable
Purchase Price in respect of each
Series of Notes as promptly as
practicable after the applicable
Pricing Time on the applicable
Pricing Date.
Results Announcement Date
Announcement by the Government 20 September 2023
of (i) the aggregate principal
amount of validly tendered Securities
of each Series that have been accepted
for purchase; (ii) any Scaling
Factor(s) in respect of each Series
of Notes in the Capped Offers (if
applicable); (iii) the applicable
Tender Consideration for the Securities
of each Series; and (iv) the aggregate
principal amount of Securities
of each Series that will remain
outstanding following completion
of the relevant Offer.
Certificate Guaranteed Delivery
Date
The deadline for the delivery of 5:00 p.m., New York time
the Certificates for which Notice on 21 September 2023
of Guaranteed Delivery was made.
Settlement Date
Subject to satisfaction or waiver On or about 22 September
of the conditions to the Offers, 2023
payment of the relevant Purchase
Price and relevant Accrued Interest
or Periodic Distribution Amounts
(as the case may be) in respect
of any Securities validly tendered
and accepted for purchase pursuant
to the Offers (not including Holders
of Certificates utilising the Guaranteed
Delivery Procedures).
Certificate Guaranteed Delivery
Settlement Date
Subject to satisfaction or waiver On or about 22 September
of the conditions to the Any and 2023
All Offer, payment of the applicable
Purchase Price and any Periodic
Distribution Amounts in respect
of Certificates validly tendered
and accepted for purchase pursuant
to the Guaranteed Delivery Procedures
(only).
As set out above, pricing in respect of the Capped Offers is
expected to take place at 10:00 a.m., New York time, on 20
September 2023. All references in the Tender Offer Memorandum to
the "Pricing Date" in relation to the Capped Offers shall be
construed accordingly. The expected timetable above amends,
replaces and supersedes any previously published timetable with
respect to the Offers.
No changes are being made in respect of the Any and All Offer or
(other than as set out above) in respect of the Capped Offers.
The above times and dates are subject to the right of the
Government in its sole and absolute discretion to extend, re-open,
amend and/or terminate any Offer (subject as provided in the Tender
Offer Memorandum). Holders are advised to check with any bank,
securities broker, custodian or other intermediary through which
they hold Securities when such intermediary would need to receive
instructions from a Holder in order for that Holder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, any Offer before the deadlines specified above. The deadlines
set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant
deadlines specified above. See "Procedures for Participating in the
Offers" in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be by the issue of a press release through the website
of the stock exchange on which the relevant Series is listed and by
the delivery of notices to the relevant Clearing Systems for
communication to Direct Participants. Such announcements may also
be found on the relevant Reuters Insider screen and may be made by
the issue of a press release to a Notifying News Service. All
documentation relating to the Offers and any amendments or
supplements thereto will be available via the Tender Offer Website
accessible at https://projects.morrowsodali.com/Oman . Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Holders are urged to contact the Tender Agent
for the relevant announcements during the course of the Offer. In
addition, Holders may contact the Dealer Managers for information
using the contact details below.
Disclaimer
Save as set out above, the terms and conditions of the Offers as
set out in the Tender Offer Memorandum continue to apply.
This announcement does not contain the full terms and conditions
of the Offers. The terms and conditions of the Offers are contained
in the Tender Offer Memorandum and are subject to the offer
restrictions set out below and more fully described therein. Each
such person must make its own analysis and investigations regarding
the Offers, with particular reference to its own investment
objectives and experience and any other factors which may be
relevant to it. If such person is in any doubt about any aspect of
the Offers and/or action it should take, including in respect of
tax consequences, it should consult its own professional
advisers.
This announcement is released by the Government and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055 and UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055,
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, this announcement is made by the Minister of
Finance of the Sultanate of Oman.
Further information
J.P. Morgan Securities plc and Standard Chartered Bank have been
appointed by the Government to serve as dealer managers for the
Offer. Morrow Sodali Ltd (the " Tender Agent ") has been appointed
by the Government to act as the tender agent in connection with the
Offer.
For additional information regarding the terms of the Offer,
please contact J.P. Morgan Securities plc by email at
Em_europe_lm@jpmorgan.com and Standard Chartered Bank by email at
liability_management@sc.com. Questions regarding the tender of
Securities may be directed to Morrow Sodali Ltd via email:
Oman@investor.morrowsodali.com.
The Tender Offer Memorandum is available on the Tender Offer
Website accessible at https://projects.morrowsodali.com/Oman .
The relevant Tender Consideration, if paid by the Government
with respect to Securities accepted for purchase, will not
necessarily reflect the actual value of such Securities. Each
Holder should independently analyse the value of the Securities and
make an independent assessment of the terms of the Offers. None of
the Government, the Dealer Managers or the Tender Agent, nor any of
their respective affiliates has or will express any opinion as to
whether the terms of the Offers are fair. None of the Government,
the Dealer Managers or the Tender Agent, nor any of their
respective affiliates makes any recommendation that any Holder
submit an offer to sell or tender Securities or refrain from doing
so pursuant to any Offer, and no one has been authorised by any of
them to make any such recommendation.
Important Information
This announcement, the Tender Offer Memorandum and any other
announcements published in respect of the Offers do not constitute
an invitation to participate in the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
and the Tender Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
or the Tender Offer Memorandum comes are required by each of the
Government, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
United Kingdom
Neither this communication, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
approved by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, neither this communication, the Tender Offer
Memorandum nor any such documents and/or materials are 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(1) of the FSMA on the basis that they are only
directed at and may only be communicated to: (1) persons who are
outside of the United Kingdom; (2) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (3) any other
persons to whom they may lawfully be communicated under the Order
(all such persons together being referred to as "relevant
persons").
This communication, the Tender Offer Memorandum and any other
documents or materials relating to the Offers are only available to
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
Italy
None of the Offers, this communication, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of Italy ("It
aly") as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders or beneficial owners of the Securities
that are located in Italy can tender Securities for purchase
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) 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 Securities and the Offers.
France
The Offers are not being made, directly or indirectly, and
neither this communication, the Tender Offer Memorandum nor any
other document or material relating to the Offers has been or shall
be distributed to, the public in the Republic of France (France)
other than to qualified investors (investisseurs qualifiés), as
defined in, and in accordance with, Article 2(e) of the Regulation
(EU) 2017/1129, as amended. Neither this communication, the Tender
Offer Memorandum nor any other document or material relating to the
Offers has been or will be submitted for clearance to or approved
by the Autorité des Marchés Financiers.
Oman
The information contained in the Tender Offer Memorandum does
not constitute a public offer of securities in Oman as contemplated
by the Commercial Companies Law of Oman (Royal Decree 18/2019) or
the Securities Law of Oman (Royal Decree 46/2022) or a prospectus
or an offer to sell, or the solicitation of any offer to buy non
Omani securities in Oman as contemplated by Article 139 of the
Executive Regulations of the Capital Market Law (CMA Decision
1/2009, as amended) (the "Executive Regulations"). Additionally,
the Tender Offer Memorandum is not intended to lead to the
conclusion of any contract of whatsoever nature within the
territory of Oman.
The Tender Offer Memorandum has not been (and will not be) filed
with the Capital Market Authority of Oman (except in accordance
with Article 139 of the Executive Regulations), the Central Bank of
Oman ("CBO") or any other regulatory authority in Oman and neither
the Capital Market Authority of Oman nor the CBO assumes
responsibility for the accuracy and adequacy of the statements and
information contained in the Tender Offer Memorandum and shall not
have any liability to any person for damage or loss resulting from
reliance on any statements or information contained in the Tender
Offer Memorandum.
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
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END
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