TIDM35NP
RNS Number : 9681M
Oman (Government of Sultanate of)
19 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
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")
THE GOVERNMENT OF THE SULTANATE OF OMAN
represented by
THE MINISTRY OF FINANCE
(the "Government")
19 September 2023
THE GOVERNMENT ANNOUNCES PRICING OF ITS ANY AND ALL OFFER (AS
SUCH TERM IS DEFINED BELOW) IN RESPECT OF THE OUTSTANDING
U.S.$2,000,000,000 4.397 PER CENT. TRUST CERTIFICATES DUE 2024
(XS1620176831/US68204LAA26/68204LAA2) ISSUED BY OMAN SOVEREIGN
SUKUK S.A.O.C. (THE "CERTIFICATES").
On 12 September 2023, the Government announced an invitation to
the holders of: (i) the Certificates 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 (as amended by the
announcement of an updated timetable released by the Government
dated 13 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 herein have the meanings given to them
in the Tender Offer Memorandum.
The Pricing Time for the Any and All Offer was at 10:02 a.m.,
New York time on 19 September 2023. A summary of the final pricing
of the Certificates for the purposes of the Any and All Offer
appears below:
Outstanding Benchmark Security Bloomberg Fixed Spread Benchmark Certificates
Principal Amount Reference Page (basis points) Security Purchase Price
Rate/Reference [1]
Yield
------------------ ----------------------- ------------------ ----------------- ---------------- ----------------
2.500 per cent. U.S.
Treasury Security
U.S.$2,000,000, due 31 May 2024
000 (ISIN: US91282CER88) FIT1 50 5.517% 989.11
------------------ ----------------------- ------------------ ----------------- ---------------- ----------------
The deadline for receipt of valid Tender Instructions by the
Tender Agent in order for Holders to be able to participate in the
Any and All Offer is 5:00 p.m., New York time on 19 September 2023,
subject to the Guaranteed Delivery Procedures described in the
Tender Offer Memorandum, unless extended or earlier terminated by
the Government.
Consummation of the Any and All Offer is subject to the
satisfaction of certain conditions (as more fully described in the
Tender Offer Memorandum). The Government reserves the right, in its
sole and absolute discretion, to modify in any manner and at any
time any of the terms and conditions of the Any and All Offer.
The Government expects to announce the results of the Any and
All Offer on or around 20 September 2023. Pricing in respect of the
Capped Offers is expected to take place at 10:00 a.m., New York
time, on 20 September 2023. The Government expects to announce the
pricing and results of the Capped Offers in line with the timetable
set out in the Tender Offer Memorandum.
The expected Settlement Date is 22 September 2023.
Disclaimer
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
Holder 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.
[1] Per U.S. $1,000 principal amount of the Certificates
purchased pursuant to the Any and All Offer
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END
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