TIDM80LW
RNS Number : 1659N
Republic of Uruguay
15 January 2019
FOR IMMEDIATE RELEASE
January 15, 2019
MONTEVIDEO, URUGUAY -
Tender Offer
The Republic of Uruguay ("Uruguay") announced today the
commencement of an offer to purchase for cash (the "Tender Offer")
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) such that the aggregate Purchase Price to be paid for the
Old Bonds tendered and accepted for purchase pursuant to the Tender
Offer is equal to a maximum purchase amount for each series to be
determined by Uruguay in its sole discretion (the "Maximum Purchase
Amount"). The terms and conditions of the Tender Offer are set
forth in the offer to purchase, dated Tuesday, January 15, 2019
(the "Offer to Purchase"). Capitalized terms used but not defined
herein have the meanings assigned to them in the Offer to
Purchase.
The Tender Offer is not conditioned upon any minimum
participation of any series of Old Bonds but is conditioned, among
other things, on the pricing, but not the closing, of a new USD
bond of Uruguay due 2031 (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 2:00 p.m. and the final term sheet for the New Bonds
Offering expected to be announced at or around 5:00 p.m. on
Tuesday, January 15, 2019 (the "New Bonds Offering").
The Tender Offer will commence at or around 8:00 a.m., New York
time, on Tuesday, January 15, 2019 and, unless extended or earlier
terminated, (i) expire at 12:00 noon, New York time, on Tuesday,
January 15, 2019 for Non-Preferred Tenders (the "Non-Preferred
Tender Period"), and (ii) expire at 12:00 noon, New York time, on
Tuesday, January 15, 2019 for Preferred Tenders (the "Preferred
Tender Period"). The settlement of the Tender Offer is scheduled to
occur on Tuesday, January 22, 2019 (the "Tender Offer Settlement
Date"). The purchase price to be paid for each series of Old Bonds
tendered and accepted pursuant to the Tender Offer will be the
fixed price indicated in the table below (the "Purchase Price").
Holders whose Old Bonds are accepted in the Tender Offer will also
receive any accrued and unpaid interest on the Old Bonds up to (but
excluding) the Tender Offer Settlement Date (the "Accrued
Interest"). Accrued Interest will be payable in cash.
Purchase
Outstanding Price (per
Principal Amount US$1,000 Purchase
as of Monday, Common Principal Price
Old Bonds January 14, 2019 ISIN CUSIP Code Amount) (%)
------------------------------ ------------------ -------------- ---------- ---------- -------------- ----------
8.000% Global Bonds due 2022 US$550,576,831 US917288BC52 917288BC5 023617129 US$1,134.01 113.401%
("2022 Bonds")
4.500% Global Bonds due 2024 US$1,292,743,186 US760942AZ58 760942AZ5 096139942 US$1,032.25 103.225%
("2024 Bonds")
4.375% Global Bonds due 2027 US$2,100,000,000 US760942BB71 760942BB7 131158840 US$1,022.75 102.275%
("2027 Bonds")
During the Non-Preferred Tender Period or Preferred Tender
Period, as applicable, a holder of Old Bonds may place orders to
tender Old 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.
J.P. Morgan Securities LLC, as the billing and delivering bank
for the Tender Offer (in such capacity, the "Billing and Delivering
Bank"), will consolidate all Tender Orders and, upon instruction of
Uruguay, accept Old Bonds for purchase pursuant to the Tender
Offer, subject to proration as described in the Offer to Purchase,
at or around 8:00 a.m., New York time, on Wednesday, January 16,
2019 or as soon as possible thereafter. Each of Uruguay and the
Billing and Delivering 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 Bonds must be in Permitted
Tender Amounts as set forth in the Offer to Purchase.
There is no letter of transmittal for the Tender Offer. If you
hold Old Bonds through DTC, they must be delivered to the Billing
and Delivering Bank for settlement no later than 3:00 p.m., New
York time, on the Tender Offer Settlement Date. If you hold Old
Bonds through Euroclear or Clearstream, the latest process you can
use to deliver your Old Bonds to the Billing and Delivering Bank is
the overnight process, one day prior to the Tender Offer Settlement
Date; you may not use the optional daylight process. 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 (as
defined below) 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.
Holders will not have withdrawal rights with respect to any tenders
of Old Bonds in the Tender Offer. Old Bonds accepted for purchase
will be settled on a delivery versus payment basis with the Billing
and Delivering Bank on the Tender Offer Settlement Date in
accordance with customary brokerage practices for corporate fixed
income securities.
All Old Bonds that are tendered pursuant to Tender Orders placed
through a Dealer Manager and accepted 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 as instructed by Uruguay.
Uruguay will not be liable under any circumstances for any payment
of the Purchase Price and Accrued Interest to the holders of Old
Bonds tendered in the Tender Offer. The Billing and Delivering Bank
shall not be liable for payments to any holder of Old Notes validly
tendered and accepted for purchase if such holder fails to deliver
such Old Notes on or prior to the settlement of the Tender Offer as
described in the Offer to Purchase. Tender Orders that are not for
Permitted Tender Amounts will not be accepted.
The Tender Offer is subject to Uruguay's right, at its sole
discretion and subject to applicable law, to instruct the Billing
and Delivering Bank to extend, terminate, withdraw, or amend the
Tender Offer at any time. Each of Uruguay, the Billing and
Delivering Bank and the Dealer Managers reserve the right, in the
sole discretion of each of them, not to accept tenders for any
reason.
The Offer to Purchase may be downloaded from the Information
Agent's website at http://www.gbsc-usa.com/uruguay or obtained from
the Information Agent, Global Bondholder Services Corporation, 65
Broadway - Suite 404, New York, New York 10006 (Tel. +1 (212) 430
3774, or toll free +1 (866) 470--3800) Attention: Corporate
Actions, or from any of the Dealer Managers.
The Dealer Managers for the Tender Offer are:
Itau BBA USA Securities, Inc. J.P. Morgan Securities LLC Scotia Capital (USA) Inc.
767 Fifth Avenue, 50th Floor 383 Madison Avenue 250 Vesey Street
New York, New York 10153 New York, New York 10179 New York, New York 10281
United States of America United States of America United States of America
Attention: Liability Management Group Attention: Latin America Debt Capital Attention: Debt Capital Markets
Markets
Collect: (212) 710-6749 Collect: (212) 834-7279 Collect: (212) 225-5559
Toll free: (888) 770-4828 Toll free: (866) 846-2874 Toll free: (800) 372-3930
Questions regarding the Tender Offer may be directed to the
Dealer Managers at the above contact.
Uruguay has filed a registration statement (including the
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. Alternatively, the Dealer Managers or the
Information Agent, as the case may be, will arrange to send you the
prospectus supplement and the prospectus if you request it by
calling any one of them at the numbers specified above.
The following additional information of Uruguay is available
from the SEC website and also accompanies this free-writing
prospectus:
https://www.sec.gov/Archives/edgar/data/102385/000119312519009422/0001193125-19-009422-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518286888/0001193125-18-286888-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312518072100/d526658dsb.htm
Contact information: 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) 470-3800
website: http://www.gbsc-usa.com/uruguay/
Important Notice
This announcement is not an offer to purchase or a solicitation
of an offer to sell the Old Bonds. The Tender Offer will be made
only by and pursuant to the terms of the Offer to Purchase, as may
be amended or supplemented from time to time.
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 have not been registered with the Comisión
Nacional de Valores and may not be offered publicly in Argentina.
The New Bonds may not be publicly distributed in Argentina. Neither
the issuer nor the underwriters will solicit the public in
Argentina in connection with the New Bonds Offering.
The New Bonds have not been and will not be issued nor publicly
placed, distributed, offered or negotiated in the Brazilian capital
markets. The issuance of the New Bonds has not been nor will be
registered with the Securities Commission of Brazil (Comissão de
Valores Mobiliários, or "CVM"). Any public offering or
distribution, as defined under Brazilian laws and regulations, of
the New Bonds in Brazil is not legal without prior registration
under Law No. 6,385/ of December 7, 1976, as amended, and
Instruction No. 400, issued by the CVM on December 29, 2003, as
amended. Documents relating to the New Bonds Offering, as well as
information contained therein, may not be supplied to the public in
Brazil (as the New Bonds Offering is not a public offering of
securities in Brazil), nor be used in connection with any offer for
subscription or sale of the New Bonds to the public in Brazil.
Therefore, each of the underwriters has represented, warranted and
agreed that it has not offered or sold, and will not offer or sell,
the New Bonds in Brazil, except in circumstances which do not
constitute a public offering, placement, distribution or
negotiation of securities in the Brazilian capital markets
regulated by Brazilian laws and regulations. Persons wishing to
offer or acquire the New Bonds within Brazil should consult with
their own counsel as to the applicability of registration
requirements or any exemption therefrom.
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 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 falling within Article 19(5) of the
Order; persons falling within Article 49(2)(a) to (d) ("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 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
contact rns@lseg.com or visit www.rns.com.
END
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January 15, 2019 08:41 ET (13:41 GMT)
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