Maximum Aggregate Purchase Price Announcement

Angola (The Republic of)

21 May 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

The Republic of Angola Announces Maximum Aggregate Purchase Price

21 May 2026 - The Republic of Angola ("Angola" or the "Republic") has today announced the Maximum Aggregate Purchase Price in connection with its previously announced invitation to eligible holders (the "Noteholders") of its outstanding U.S.$1,750,000,000 8.25 per cent. Notes due 2028 (Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A ISIN: US035198AB62; Rule 144A CUSIP number: 035198AB6; Rule 144A Common Code: 181968087) (the "2028 Notes") and its outstanding U.S.$1,750,000,000 8.00 per cent. Notes due 2029 (Reg. S ISIN: XS2083302419; Reg. S Common Code: 208330241; Rule 144A ISIN: US035198AD29; Rule 144A CUSIP number: 035198AD2; Rule 144A Common Code: 208389815) (the "2029 Notes", together with the 2028 Notes, the "Existing Notes") to tender such Existing Notes for purchase by the Republic for cash, subject to the satisfaction or waiver of the terms and conditions described in the tender offer memorandum dated 20 May 2026 (the "Tender Offer Memorandum") including, but not limited to, the New Financing Condition (the "Offers"). 

Following the pricing of the New Notes on 20 May 2026, the Republic has determined that the Maximum Aggregate Purchase Price is U.S.$750,000,000. Subject to applicable law, the Republic expressly reserves the right, but is not obligated, to increase or decrease the Maximum Aggregate Purchase Price in its sole and absolute discretion, as described in the Tender Offer Memorandum.

All documentation relating to the Offers including the Tender Offer Memorandum and any amendments or supplements thereto are or will be, as the case may be, available to Noteholders via the website for the Offers accessible at: https://projects.sodali.com/angola. The Offers are subject to offer restrictions in, among other countries, the United Kingdom, Italy and France, as described below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. 

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.

Further information

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc (together, the "Dealer Managers") have been appointed by the Republic to serve as dealer managers for the Offers. Sodali & Co Limited (the "Information and Tender Agent") has been appointed by the Republic to act as the information and tender agent in connection with the Offers. 

For additional information regarding the terms of the Offers, please contact Deutsche Bank AG, London Branch by telephone at [phone] and J.P. Morgan Securities plc by email at [e-mail] or by telephone at [phone].Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: [e-mail] or telephone: London: [phone].

A copy of the Tender Offer Memorandum is available on the tender offer website accessible at: https://projects.sodali.com/angola.  

The Tender Consideration, if paid by the Republic with respect to the Existing Notes, will not necessarily reflect the actual value of such Existing Notes.  Noteholders should analyze the value of the Existing Notes and make an independent assessment of the terms of the Offers. None of the Republic, the Dealer Managers or the Tender Agent or any of their respective affiliates makes any recommendation as to whether any holder of the Existing Notes should tender or refrain from tendering all or any portion of the principal amount of the Existing Notes and no one has been authorized by any of them to make any such recommendation.

Important Information

This communication is not for public distribution, directly or indirectly, in or into, the United States, or any other jurisdiction where to do so would be unlawful. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or any jurisdiction in which such offer or sale would be unlawful. The Offers and the distribution of this communication and other information in connection with the transactions referred to herein may be restricted by law and persons into whose possession this communication or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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United Kingdom

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, none of this announcement, 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 this announcement, the Tender Offer Memorandum and/or 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"); (3) those persons who are within Article 43(2) of the Order; or (4) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").

This announcement, 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.

France

The Offers are not being made, directly or indirectly, to the general public in the Republic of France. Neither this announcement, the Tender Offer Memorandum nor any other documentation or material relating to the Offers (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France and only qualified investors (investisseurs qualifiés), within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material related to the Offers have not been and will not be submitted to the clearance procedures of the Autorité des marchés financiers.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been 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 Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Existing Notes that are located in Italy can tender Existing Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) 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 Offers or this announcement, the Tender Offer Memorandum.

United States

This communication is not an offer of New Notes for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Notes may not be offered or sold in the United States, or to or for the account or benefit of, U.S. persons absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of New Notes in the United States.

 

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