NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED
BELOW).
12 August 2024
Ukraine
represented by the Minister of Finance of Ukraine
(the
"Issuer" or "Ukraine")
AMENDMENT TO
LAUNCH ANNOUNCEMENT AND
EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM in respect of
EXISTING notes
Ukraine announces today an amendment
(this "Amendment") to the
Exchange Offer and Consent Solicitation Memorandum (the
"Memorandum") and the
Launch Announcement, each dated 9 August 2024, pursuant to which
(i) Ukraine invites Eligible Holders of the Existing Notes (as
described therein) to exchange their Existing Notes for the New
Securities Consideration and (ii) Ukraine and Ukravtodor invite
Holders of the Existing Notes to consent to the Mandatory Exchange
of Existing Notes for the Mandatory Exchange Consideration (each as
defined in the Memorandum).
Ukraine wishes to clarify that the
amounts of the allocation of New Securities to be delivered in
exchange for Existing Notes set forth in the Allocation Table in
each of the Memorandum and the Launch Announcement are expressed
per U.S.$1,000 (or €1,000, as applicable), in principal amount of, and Accrued Interest on, Existing
Notes.
Accordingly, pursuant to this
Amendment, Ukraine updates:
1. The footnote numbered
1 and footnote numbered 2 in the Allocation of Consideration table
in the Launch Announcement, as follows (where underlined, bolded
and italicised text denotes additions):
a. (1)
Unless otherwise stated, amounts are expressed in
U.S. dollars per U.S.$1,000 in principal
amount of, and Accrued
Interest on, Existing Notes;
b. (2) Amounts expressed in Euros
per €1,000 in principal amount
of, and Accrued
Interest on, Existing Notes, deliverable in the Dollar
Equivalent thereof.
2. The parenthesis under
the Allocation of Consideration Table in "The Invitation-Allocation of
Consideration", as follows (where underlined, bolded and
italicised text denotes additions):
"(Unless otherwise stated, amounts
are expressed in U.S. dollars per U.S.$1,000 in principal amount
of, and Accrued
Interest on, Existing Notes)".
The amended and restated Memorandum
and the amended and restated Launch Announcement have been uploaded
on the Exchange and Consent
Website: https://projects.sodali.com/Ukraine.
Terms used in this announcement but
not defined herein have the respective meanings given to them in
the Memorandum.
The amendments effected by this Amendment do
not affect the anticipated timetable for the Invitation. The dates
and times as set out in the section "Expected Timetable of Events" of the
Memorandum remain unchanged.
Participation Instructions already
submitted in connection with the Invitation remain valid and may
not be revoked, except in the limited circumstances described in
the Memorandum.
For the avoidance of doubt, save as described
in this Amendment, no further amendment is being made to the terms
and conditions of the Invitation or the Written Resolutions or the
process for submission of Participation Instructions. All other
terms and conditions of the Invitation remain in full force and
effect.
Any questions regarding the terms of
the Exchange Offer and Consent Solicitation may be directed to the
Information, Tabulation and Exchange Agent at the address and
telephone number specified below:
Sodali &
Co:
|
In
London:
122 Leadenhall Street
London
EC3V 4AB
United
Kingdom
|
In
Stamford:
333
Ludlow Street
South
Tower, 5th Floor
Stamford,
CT 06902
United
States of America
|
In Hong
Kong:
29/F
No. 28
Stanley Street
Central
Hong
Kong
|
|
Telephone: +44 20 4513 6933
|
Telephone: +1 203 658 9457
|
Telephone: +852 2319 4130
|
Exchange and Consent
Website:
https://projects.sodali.com/Ukraine
Email:
Ukraine@investor.sodali.com
***
THE EXCHANGE OFFER
DESCRIBED IN THE MEMORANDUM IS DIRECTED, AND NEW SECURITIES
DESCRIBED THEREIN WILL BE ISSUED, ONLY TO HOLDERS OF EXISTING NOTES
(I) THAT ARE OUTSIDE THE UNITED STATES HOLDING EXISTING NOTES
REPRESENTED BY AN UNRESTRICTED GLOBAL NOTE CLEARED IN CLEARSTREAM
BANKING S.A. AND EUROCLEAR BANK SA/NV ("REGULATION S NOTES") THAT ARE NOT
RETAIL INVESTORS (AS DEFINED BELOW) OR (II) THAT ARE HOLDING
EXISTING NOTES REPRESENTED BY A RESTRICTED GLOBAL NOTE
CLEARED IN THE DEPOSITORY TRUST COMPANY (OR, IN THE CASE OF
EXISTING NOTES DENOMINATED IN EUROS, CLEARSTREAM BANKING S.A. AND
EUROCLEAR BANK SA/NV) ("RULE 144A
NOTES") THAT ARE (X) EITHER A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT") OR AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)
OF REGULATION D UNDER THE SECURITIES ACT AND (Y) NOT RETAIL
INVESTORS (EACH OF (I) AND (II) AN "ELIGIBLE HOLDER").
Holders of RULE 144a Notes
that are not QUALIFIED INSTITUTIONAL BUYERs or Accredited Investors, but which are outside the United
States and are not Retail Investors, will need to transfer their
holdings of RULE 144a Notes into REGULATION S NOTES in order to
qualify as Eligible Holders and receive New SECURITIES. Holders of
REGULATION S Notes that are not outside the United States, but
which are QUALIFIED INSTITUTIONAL BUYERs or
Accredited Investors, will need to transfer their holdings of
REGULATION S Notes into RULE 144A NOTES in order to qualify as
Eligible Holders and receive New
SECURITIES.
Holders should take such
action as soon as possible in order to ensure that they can
participate in the Invitation by the relevant deadlines and be
eligible to receive New securities on the Settlement
Date.
PROHIBITION OF
SALES TO EEA RETAIL INVESTORS-THE NEW SECURITIES ARE NOT 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 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 THE PROSPECTUS REGULATION.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION
(EU) NO 1286/2014, (AS AMENDED, THE "PRIIPS REGULATION"), FOR OFFERING OR
SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE
OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER
THE PRIIPS REGULATION.
THIS COMMUNICATION
AND ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE ISSUE OF THE
NEW SECURITIES OFFERED HEREBY IS NOT BEING MADE, AND SUCH DOCUMENTS
AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORIZED PERSON
FOR THE PURPOSES OF SECTION 21 OF 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 UK. THE
COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF INVESTMENT
PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER")), OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) WHO
ARE ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY BE MADE
UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). IN THE
UK, THE NEW SECURITIES OFFERED HEREBY ARE ONLY AVAILABLE TO, AND
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION
RELATES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON
IN THE UK THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON
THIS COMMUNICATION OR ANY OF ITS CONTENTS.