Result of Tender Offer

Kenya (The Republic of)

26 February 2026

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM DATED 18 FEBRUARY 2026 PREPARED BY THE REPUBLIC OF KENYA)

26 February 2026

THE REPUBLIC OF KENYA ANNOUNCES THE RESULTS OF THE TENDER OFFER FOR ITS U.S.$1,000,000,000 7.250 per cent. Notes due 2028 and U.S.$1,200,000,000 8.000 per cent. Amortising Notes due 2032

The Republic of Kenya (the "Issuer" or the "Republic") today announces the results of its invitation to eligible holders of its outstanding (i) U.S.$1,000,000,000 7.250 per cent. Notes due 2028 (Reg S ISIN: XS1781710543; Reg S Common Code: 178171054; 144A ISIN: US491798AG90; CUSIP: 491798 AG9) (the "2028 Notes") and (ii) U.S.$1,200,000,000 8.000 per cent. Amortising Notes due 2032 (Reg S ISIN: XS1843435766; Reg S Common Code: 184343576; 144A ISIN: US491798AK03; CUSIP: 491798 AK0) (the "2032 Notes", and together with the 2028 Notes, the "Notes") (each a "Series") to tender Notes of any Series for purchase by the Republic for cash up to an aggregate principal amount of the Notes of each Series as will result in the applicable maximum purchase amount specified in the Tender Offer Memorandum (as defined below) being payable (such invitations, the "Offers" and each an "Offer").

The Offers were announced on 18 February 2026 and were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 18 February 2026 (the "Tender Offer Memorandum") prepared by the Republic, including the invitation and distributions restrictions set out therein. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Invitation was 5.00 p.m. (New York City time) on 25 February 2026.

As at the Expiration Deadline, the Republic had received valid tenders of U.S.$90,512,000 in aggregate principal amount of the 2028 Notes and U.S.$892,119,000 in aggregate principal amount of the 2032 Notes for purchase pursuant to the Offers.

On 19 February 2026, the Republic successfully priced two series of New Notes in an aggregate principal amount of U.S.$2,250,000,000. The New Financing Condition was satisfied on the closing date in respect of the issue of New Notes on 26 February 2026.

With respect to the 2032 Notes, the aggregate principal amount of Notes validly tendered would result in the applicable Maximum Purchase Amount applicable to such 2032 Notes being exceeded. The Republic has accepted 2032 Notes for purchase subject to proration, with the final proration factor being 0.329471 and the aggregate principal amount of the 2032 Notes accepted for purchase being U.S.$324,842,000.

The 2028 Notes validly tendered were accepted for purchase by the Republic in full.

The Purchase Price for the Notes accepted for purchase is (i) U.S.$1,035.00 per U.S.$1,000 in principal amount of such 2028 Notes accepted for purchase and (ii) U.S.$1,055.00 per U.S.$1,000 in principal amount of such 2032 Notes accepted for purchase. Accrued Interest will be paid in addition to the Purchase Price on such Notes.

The Settlement Date in respect of the Notes accepted for purchase will be 3 March 2026. All Notes accepted for purchase will be cancelled and will not be reissued or resold. Any Notes that were not tendered or are not accepted for purchase pursuant to the Offers will remain outstanding.

Citigroup Global Markets Limited and The Standard Bank of South Africa Limited are acting as Dealer Managers and Citibank N.A., London Branch is acting as Tender Agent.

Dealer Managers

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group In Europe: [phone] In the United States: Toll Free: [phone] Collect: [phone] Email: [e-mail]

The Standard Bank of South Africa Limited 30 Baker Street Rosebank Johannesburg 2196 South Africa Attention: Liability Management Group Telephone: [phone] Email: [e-mail]

Tender Agent

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention: Exchange Team

Telephone: [phone]

Email: [e-mail]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. This announcement is for informational purposes only.

 

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