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Cyprus (Republic of) (79EQ)

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Monday 19 June, 2017

Cyprus (Republic of)

New Notes Offering; Tender and Switch Offers

RNS Number : 4964I
Cyprus (Republic of)
19 June 2017
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "IMPORTANT INFORMATION AND OFFER RESTRICTIONS" BELOW)

 

19 June 2017


ANNOUNCEMENT - NEW NOTES OFFERING; TENDER AND SWITCH OFFERS

 



Republic of Cyprus

acting through the Ministry of Finance

New Notes Offering

The Republic of Cyprus acting through the Ministry of Finance (the "Republic") intends to offer new euro-denominated fixed rate notes due 2024 (the "New Notes") for cash in denominations of EUR1,000 (the "New Notes Offering"). Citigroup Global Markets Limited, Goldman Sachs International and HSBC Bank plc are appointed to act as Joint Lead Managers for the New Notes Offering. Pricing of the New Notes is expected to occur at or around 3.45 p.m. (London time) on 20 June 2017 and settlement of the New Notes Offering is expected to occur on 27 June 2017 (the "New Notes Settlement Date").

 

The New Notes Offering is expected to be made pursuant to the base offering circular dated 7 June 2017 (the "Offering Circular") prepared by the Republic in relation to its €9,000,000,000 Euro Medium Term Note Programme. Copies of the Offering Circular may be obtained by contacting any Joint Lead Manager (contact details below). The New Notes are expected to be listed on the London Stock Exchange and admitted to trading on the regulated market of the London Stock Exchange on or around the New Notes Settlement Date.

Invitation for Tender and Switch Offers

The Republic announces today an invitation to the holders of each series of notes (each, a "Series") specified below (together, the "Existing Notes") to submit offers to sell their Existing Notes (the "Offers" and each, an "Offer") for cash in an aggregate nominal amount up to the Maximum Aggregate Nominal Purchase Amount. The "Maximum Aggregate Nominal Purchase Amount" shall be such amount as determined by the Republic in its sole and absolute discretion and shall not exceed the aggregate nominal amount of the New Notes. The invitation to submit Offers is referred to as the "Invitation". Each of the Joint Lead Managers will act as dealer managers (collectively, the "Dealer Managers") and HSBC Bank plc will act as billing and delivering bank (the "B&D Bank") for the Invitation. The Invitation is not conditional upon any minimum participation of any Series, but is conditional upon the pricing of the New Notes in an amount and on terms and conditions satisfactory to the Republic in its sole discretion.

The Maximum Aggregate Nominal Purchase Amount shall be the aggregate nominal amount of Existing Notes accepted for purchase by the Republic pursuant to the Invitation and will comprise the sum of (i) the aggregate nominal amount of validly submitted 2019 Notes (as defined below) accepted for purchase (the "2019 Notes Nominal Purchase Amount"), (ii) the aggregate nominal amount of validly submitted February 2020 Notes (as defined below) accepted for purchase (the "February 2020 Notes Nominal Purchase Amount") and (iii) the aggregate nominal amount of validly submitted May 2020 Notes (as defined below) accepted for purchase (the "May 2020 Notes Nominal Purchase Amount").

Subject to the terms and conditions set out in this announcement, the Republic will determine the allocation of the Maximum Aggregate Nominal Purchase Amount between each Series in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of one Series as compared to the other Series.

The period during which Offers may be submitted (the "Submission Period") by holders of Existing Notes commences on 20 June 2017, unless extended or earlier terminated. The settlement of the Invitation is expected to occur on 22 June 2017 (the "Accepted Notes Settlement Date").

The purchase price to be paid per EUR1,000 nominal amount for each Series of Existing Notes validly tendered and accepted for purchase (the "Accepted Notes") pursuant to the Invitation (each, a "Purchase Price") will be as specified in the table below. The holders of the Accepted Notes will also receive an amount in cash equal to any accrued and unpaid interest on their Accepted Notes from, and including, the last applicable interest payment date up to, but excluding, the Accepted Notes Settlement Date (the "Accrued Interest"). Accrued Interest will be rounded to the nearest cent (EUR0.01). Payment of the applicable Purchase Price and the Accrued Interest will be made on the Accepted Notes Settlement Date in EUR, all as further described in this announcement.

 

Existing Notes

 

 

 

 

 

ISIN

Outstanding Aggregate Nominal Amount as of
19 June 2017
(EUR in millions)

Purchase Price (per EUR1,000 Principal Amount)(1)

 

 

Annual Equivalent Yield (calculated on the basis of the Purchase Price) (2)

4.75 per cent. Notes due 2019 (the "2019 Notes")

XS1081101807

566.35

EUR1,091.00

0.205%

4.625 per cent. Notes due February 2020 (the "February 2020 Notes")

760(3)

EUR1,105.50

0.555%

6.500 per cent. Notes due May 2020 (the "May 2020 Notes")

80

EUR1,160.00

0.817%

____________________

(1)   Purchase Price amount excludes any accrued and unpaid interest on the Accepted Notes from, and including, the last applicable interest payment date up to, but excluding, the Accepted Notes Settlement Date that is payable to the holders of the Accepted Notes.

(2)   Annual Equivalent Yield amount is calculated on the basis of the Purchase Price stated above and the Accepted Notes Settlement Date (expected to be 22 June 2017).

(3)   Approximately EUR 204 million in principal amount of the February 2020 Notes is held by a Republic of Cyprus government-related entity as of the date of this announcement.

 


THE OFFERS COMMENCE ON 20 JUNE 2017 AND ARE EXPECTED TO EXPIRE NO LATER THAN 3.45 p.m. (LONDON TIME) ON 20 JUNE 2017, UNLESS EXTENDED OR EARLIER TERMINATED

As soon as reasonably practicable on 20 June 2017, the Republic will announce whether it will accept for purchase Offers of 2019 Notes, February 2020 Notes and May 2020 Notes pursuant to the Invitation, and if so, the Maximum Aggregate Nominal Purchase Amount, the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount and the May 2020 Notes Nominal Purchase Amount, together with any pro-ration factor(s) (if applicable) as described below.

Holders of the Existing Notes will NOT be able to submit Offers through Euroclear Bank S.A./N.V. or Clearstream Banking, S.A.

Any holder of Existing Notes who wishes to submit an Offer pursuant to the Invitation should call its regular contact at any Dealer Manager at any time during the Submission Period. A holder of Existing Notes must submit an Offer to one Dealer Manager only. No holder of Existing Notes should submit multiple Offers in respect of the same Existing Notes. Holders of Existing Notes should not send Existing Notes or Offers to the Republic.

Following acceptance of valid tenders, each holder must book a trade ticket with the B&D Bank (including in circumstances where an Offer has been submitted to a Dealer Manager other than the B&D Bank). Only in cases where a holder does not have an account with the B&D Bank shall trade tickets be booked with the Dealer Manager to whom the relevant holder submitted their Offer.

Holders of Existing Notes will not be required to pay any fees or commission to the B&D Bank or any other Dealer Manager in connection with an Offer. Any holder of Existing Notes who does not have an account with the B&D Bank or another Dealer Manager and wishes to submit an Offer pursuant to the Invitation may do so through its broker, dealer, commercial bank, trust company, other financial institution or other custodian, that it customarily uses (provided that such person has an account with the B&D Bank or another Dealer Manager). Any such broker must contact the B&D Bank or another Dealer Managers at its phone number set forth below at any time during the Submission Period. Holders of Existing Notes may be required to pay a fee or commission to any broker or intermediary through whom it submits an Offer.

Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would require to receive instructions in order for that Noteholder to be able to participate in the Invitation.

The Invitation is subject to the Republic's right, in its sole and absolute discretion and subject to applicable law, to extend, terminate, withdraw or amend the Invitation at any time (including, without limitation, if any of the conditions are not satisfied in the sole and absolute discretion of the Republic). In respect of each Series, Preferred Offers and Non-Preferred Offers (each as defined below) must relate to Existing Notes in an aggregate nominal amount of at least EUR1,000 (and integral multiples of EUR1,000 in excess thereof).

If the Republic, in its sole and absolute discretion, accepts any 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) for purchase pursuant to the Invitation and the aggregate nominal amount of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) validly tendered exceeds the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount or the May 2020 Notes Nominal Purchase Amount (as applicable), the Republic will accept Offers in the following order of priority:

1. Offers by holders of the 2019 Notes, the February 2020 Notes or the May 2020 Notes (as applicable) who have placed firm orders for New Notes with the Joint Lead Managers prior to the deadline for receipt of Indications of Interest in the New Notes Offering ("Preferred Offers") will be accepted first. Such priority will apply to the Preferred Offers in respect of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) tendered, subject to the below mentioned pro-ration or rounding, with an aggregate Purchase Price (excluding any accrued interest) equal to the nominal amount of the New Notes ordered by such holder. "Indication of Interest" means the submission to the Joint Lead Managers of the New Notes Offering, during the bookbuilding process for the New Notes, of a firm bid for a certain amount of New Notes at a price equal to or above the issue price of the New Notes determined through the bookbuilding process; and

2. (i) Offers by holders of the 2019 Notes, the February 2020 Notes or the May 2020 Notes (as applicable) who have not placed a firm order for the New Notes, (ii) Offers by holders of the 2019 Notes, the February 2020 Notes or the May 2020 Notes (as applicable) to the extent a proportion does not fall within the definition of Preferred Offers (as defined above) (i.e. the holder submits Offers for a Series with an aggregate Purchase Price (excluding any accrued interest) greater than the nominal amount of the New Notes ordered by such holder), and (iii) Offers submitted by holders post the deadline for receipt of Indications of Interest in the New Notes Offering, ("Non-Preferred Offers") will be accepted second,

provided that, the aggregate nominal amount of Existing Notes of the three Series to be accepted for repurchase pursuant to the Invitation shall not exceed the Maximum Aggregate Nominal Purchase Amount.

Offers may be subject to pro-ration on the following basis:

(1) If the aggregate nominal amount of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) the subject of Preferred Offers exceeds the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount or the May 2020 Notes Nominal Purchase Amount (as applicable), then such Preferred Offers will be accepted on a pro-rata basis so that the aggregate nominal amount of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) accepted for purchase equals the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount or the May 2020 Notes Nominal Purchase Amount (as applicable). In such case, no Non-Preferred Offers in respect of the relevant Series will be accepted.

(2) If the aggregate nominal amount of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) the subject of Preferred Offers is less than or equal to the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount or the May 2020 Notes Nominal Purchase Amount (as applicable) then (i) all such Preferred Offers will be accepted in full and (ii) any Non-Preferred Offers in respect of the relevant Series will be accepted on a pro-rata basis so that the aggregate nominal amount of 2019 Notes, February 2020 Notes or May 2020 Notes (as applicable) accepted for purchase equals the 2019 Notes Nominal Purchase Amount, the February 2020 Notes Nominal Purchase Amount or the May 2020 Notes Nominal Purchase Amount (as applicable).

To the extent pro-ration occurs, or a determination is made as to which Offers constitute Preferred Offers, in the Invitation, the Republic will accept Existing Notes, or determine whether Offers are Preferred Offers, with appropriate adjustments to avoid purchase of the Existing Notes, or determination of Offers as Preferred Offers, in nominal amounts other than at least EUR1,000 (and integral multiples of EUR1,000 in excess thereof).

All Existing Notes that are validly submitted pursuant to Offers through a Dealer Manager and are accepted for purchase by the Republic will be purchased by the B&D Bank on behalf of the Republic. Failure to deliver Accepted Existing Notes on time may result in the cancellation of the Offer and in the holder becoming liable for any loss or damages incurred by the Republic, the B&D Bank or any other Dealer Manager as a result of that failure. Subject to any applicable law, holders of the Existing Notes will not have withdrawal rights with respect to Existing Notes tendered pursuant to the Invitation.

Existing Notes accepted for purchase will be settled in cash on a delivery-versus-payment basis with the B&D Bank on the Accepted Notes Settlement Date (in accordance with customary brokerage practices for corporate fixed-income securities). Existing Notes that are not successfully tendered and accepted for purchase by the Republic pursuant to the Invitation will remain outstanding and remain subject to the terms and conditions of such Existing Notes.

The New Notes to be delivered as described in this announcement will also be settled in cash and delivered on a delivery-versus-payment basis by the B&D Bank on the New Notes Settlement Date (in accordance with customary brokerage practices for corporate fixed-income securities).

The Invitation is subject to the Republic's right, at its sole discretion and subject to applicable law, to extend, terminate, withdraw, or amend the Invitation at any time (including, without limitation, if any of the conditions are not satisfied in the sole discretion of the Republic). The Republic reserves the right, in its sole discretion, not to accept Offers for any reason and shall be under no obligation to any holder of Existing Notes to furnish any reason or justification for refusing to accept any Offers. For example, Offers may be rejected and not accepted and may be treated as not having been validly made if any such Offer does not comply with the requirements of a particular jurisdiction.

Intended recipients of this announcement may contact the Dealer Managers using their contact details below for further information in relation to the Invitation, including any requests for copies of the Offering Circular.

The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

This Launch Release, the Invitation and each Offer, any purchase of Existing Notes pursuant to any Offer and any non-contractual obligations arising out of or in connection with the Invitation and the Offers shall be governed by English law.  By submitting an Offer, the relevant holder of Existing Notes will irrevocably and unconditionally agree that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Invitation or the relevant Offer and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.

 

 

The Joint Lead Managers and Dealer Managers are:

 

Citigroup Global Markets Limited

 

Attention: Liability Management Group

Citigroup Centre

33 Canada Square

Canary Wharf

London E14 5LB

Telephone: +44 20 7986 8969

E-mail: [email protected]

 

Goldman Sachs International

 

Attention: Liability Management Group

Peterborough Court

133 Fleet Street

London EC4A 2BB

Telephone: +44 20 7774 9862

E-mail: [email protected]

 

HSBC Bank plc

 

Attention: Liability Management Group

8 Canada Square

London E14 5HQ

Telephone: +44 20 7992 6237

E-mail: [email protected]

 

Important Information and Offer Restrictions

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Republic and the Dealer Managers to inform themselves about and to observe any such restrictions. This announcement does not constitute an offer to buy or the solicitation of an offer to sell Existing Notes (and Offers of Existing Notes in the Invitation will not be accepted from holders of Existing Notes) in any circumstances in which such Offer or solicitation is unlawful. In those jurisdictions where the Existing Notes, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in such jurisdiction, such Invitation shall be deemed to be made on behalf of the Republic by such Dealer Manager or such affiliate (as the case may be) in such jurisdiction and such Invitation is not made in any such jurisdiction where any Dealer Manager or any of its affiliates is not licensed.

The Dealer Managers (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement. None of the Republic or the Dealer Managers makes any recommendation as to whether or not the holders of the Existing Notes should participate in the Invitation.

United States: The Invitation is not being made and will not be made, directly or indirectly, in or into the United States. The Existing Notes may not be submitted in the Invitation from or within the United States. Accordingly, copies of this announcement and any other documents or materials relating to the Invitation are not being, and will not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Existing Notes in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and will not be accepted.

Each holder of Existing Notes participating in the Invitation represents that it is not located in the United States or participating in the Invitation from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia).

United Kingdom: The communication of this announcement and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (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 United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA pursuant to Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and on the basis that it is only directed at and may be communicated to any persons to whom these documents and/or materials may lawfully be communicated.

Cyprus: Neither this announcement nor any other document or materials relating to the Invitation have been submitted to nor will be submitted to, nor do they require approval of, the regulatory authorities (CySEC) in Cyprus. The restrictions on financial promotion applicable under Cyprus laws and regulations do not apply with regard to, inter alia, activities of bodies in the management of public debt. The Invitation is being carried out as an exempt offer within the meaning of section 3(2)(b) of the Public Offer and Prospectus Law, Law 114(I)/2005 (as amended).

Italy: Neither this announcement nor any other document or materials relating to the Invitation 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 Invitation is being carried out in Italy 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, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). Holders or beneficial owners of Existing Notes that are located in Italy can tender Existing Notes for purchase in the Invitation 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. 16190 of 29 October 2007, as amended from time to time, 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 Existing Notes or the Invitation.

Belgium: Neither the communication of this announcement nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian FSMA ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids, as amended or replaced from time to time (the "Belgian Takeover Law"). Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither this Invitation nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than to "qualified investors" in the sense of Article 10 of the Belgian law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time).

France: The communication of this announcement and any other documents or materials relating to the Invitation is not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement and any other documents or materials relating to the Invitation have been or shall be distributed to the public in the Republic of France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Invitation. This announcement and any other document or material relating to the Invitation have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Representations by holders of Existing Notes: By submitting an Offer pursuant to the Invitation, a holder of Existing Notes shall be deemed to represent and warrant to the Republic, the B&D Bank and the other Dealer Managers that it is not a person to whom it is unlawful to make the Invitation under applicable laws, it is not a Sanctions Restricted Person (as defined below), it is otherwise eligible to participate in any Offer pursuant to the Important Information and Offer Restrictions described above, it has not distributed or forwarded this announcement or any other documents or materials relating to the Invitation to any such person(s), it has (before and in connection with the submission of any Offer in respect of the Existing Notes it is tendering for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Invitation and it consents to the relevant Dealer Manager providing details concerning its identity to the B&D Bank, the Republic, and their respective legal advisers. Any tender of Existing Notes for purchase by a holder of Existing Notes that is unable to make these representations, warranties and agreements may be rejected. Each of the Republic and the Dealer Managers reserves the right, in their absolute discretion, to investigate, in relation to any tender of Existing Notes for purchase pursuant to the Invitation, whether any such representation given by a holder of Existing Notes is correct and, if such investigation is undertaken and as a result the Republic determines (for any reason) that such representation is not correct, such tender may be rejected. 

"Sanctions Restricted Person" means each person or entity (a "Person") (i) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (c) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage/8442/consolidated-list-sanctions_en); or (ii) that is otherwise the subject or target of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (b) Annexes III, IV, V and VI of Council Regulation No.833/2014 (the "EU Annexes"), as amended, or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states including, without limitation, the United Kingdom); (iv) any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

Any investment decision to purchase any New Notes should be made on the basis of the information contained in the Offering Circular and any investor termsheet relating to the New Notes (the "New Notes Termsheet") and no reliance is to be placed on any representations other than those contained in the Offering Circular and the New Notes Termsheet. Subject to compliance with all applicable securities laws and regulations, the Offering Circular and (following pricing of the New Notes) the New Notes Termsheet (if any) are available from the Dealer Managers on request. Indicative terms for the New Notes will be available from the Dealer Managers in advance of the expiration of the Submission Period and any holder of Existing Notes that wishes to obtain such indicative terms must contact the Dealer Managers for this information. Holders of Existing Notes should note that any such terms are indicative only and are non-binding on the Dealer Managers and the Republic and that terms for the New Notes will only be finalised at pricing.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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