TIDM80LW
RNS Number : 4958N
Uruguay (Republic of)
24 September 2019
FOR IMMEDIATE RELEASE
Tuesday, September 24, 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, September 24, 2019
(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 additional
issuances of Uruguay's existing 4.375% Global Bonds due 2031 and
4.975% Global Bonds due 2055 (together, 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 4:00 p.m., New York time on Tuesday,
September 24, 2019 (the "New Bonds Offering").
The Tender Offer will commence at or around 8:00 a.m., New York
time, on Tuesday, September 24, 2019 and, unless extended or
earlier terminated, (i) expire at 12:00 noon, New York time, on
Tuesday, September 24, 2019 for non-preferred tenders (the
"Non-Preferred Tender Period"), and (ii) expire at 4:00 p.m., New
York time, on Tuesday, September 24, 2019 for preferred tenders
(the "Preferred Tender Period"). The settlement of the Tender Offer
is scheduled to occur on Tuesday, October 1, 2019 (the "Tender
Offer Settlement Date"). The purchase price to be paid per US$
1,000 principal amount of each series of Old Bonds tendered and
accepted pursuant to the Tender Offer will be a purchase price to
be determined in accordance with the procedures set forth in the
Offer to Purchase using the Fixed Spread 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 from, and including, the last interest payment date for
such Old Bonds up to, but excluding, the Tender Offer Settlement
Date (the "Accrued Interest"). Accrued Interest for Preferred and
Non-Preferred Tender Orders will be payable in cash.
Hypothetical
Outstanding Purchase
Principal Amount Price (per
as of Monday, US$1,000
September 23, Common Reference U.S. Treasury Bloomberg Fixed Spread Principal
Old Bonds 2019 ISIN CUSIP Code Security(1) Screen (Basis Points) Amount)(2)
------------------------------ ------------------ -------------- ---------- ---------- ------------------------ ---------- --------------- --------------
8.000% Global Bonds due 2022 US$550,576,831 US917288BC52 917288BC5 023617129 1.500% due Aug 31, 2021 FIT1 T-6 bps US$1,132.97
("2022 Bonds")
4.500% Global Bonds due 2024 US$1,134,133,790 US760942AZ58 760942AZ5 096139942 1.250% due Aug 31, 2024 FIT1 T+53 bps US$1,087.99
("2024 Bonds")
4.375% Global Bonds due 2027 US$1,872,571,653 US760942BB71 760942BB7 131158840 1.625% due Aug 15, 2029 FIT1 T+103 bps US$1,104.40
("2027 Bonds")
(1) The Dealer Managers will establish the U.S. Treasury Rate
using the bid-side price of the Reference U.S. Treasury Security on
the applicable Bloomberg Screen (set forth above) at or around the
pricing of the New Bonds (the "U.S. Treasury Rate").
(2) The Hypothetical Purchase Price for the Old Bonds has been
calculated using the bid-side price of the Reference U.S. Treasury
Security on the Bloomberg Screen at 4:00 p.m., EST, on Monday,
September 23, 2019. The Hypothetical Purchase Price calculation
assumes a Settlement Date on Tuesday, October 1, 2019, and does not
include Accrued Interest. The actual Purchase Price payable
pursuant to the Offer will be calculated and determined as set
forth in this Offer to Purchase.
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.
Scotia Capital (USA) Inc., 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, September 25,
2019 or as soon as possible thereafter.
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 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. Tender Orders that are not
for Permitted Tender Amounts will not be accepted.
There is no letter of transmittal or guaranteed delivery
procedure in connection with this 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 Bonds validly
tendered and accepted for purchase if such holder fails to deliver
such Old Bonds on or prior to the settlement of the Tender Offer as
described in the Offer to Purchase.
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 (Banks and Brokers
Call: +1 (212) 430 3774, or All Others Call: +1 (866) 470--4500)
Attention: Corporate Actions, or from any of the Dealer
Managers.
The Dealer Managers for the Tender Offer are:
Goldman, Sachs & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc.
200 West Street 45 East 53rd Street, 5th Floor 250 Vesey Street
New York, New York 10282 New York, New York 10022 New York, New York 10281
United States of America United States of America United States of America
Attention: Liability Management Group Attention: Liability Management Team Attention: Debt Capital Markets
Collect: +1 (212) 357-1452 Collect: + 1 (855) 404-3636 Collect: +1 (212) 225-5559
Toll free: +1 (800) 828-3182 Toll free: +1 (212) 940-1442 Toll free: +1 (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 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.
The following additional information of Uruguay is available
from the SEC website and also accompanies this press release:
https://www.sec.gov/Archives/edgar/data/102385/000119312519252828/0001193125-19-252828-index.htm
https://www.sec.gov/Archives/edgar/data/102385/000119312519230753/0001193125-19-230753-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, NY 10006
Banks and Brokers Call: +1 (212) 430-3774
All Others Call: +1 (866) 470-4500
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 Offer 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."
Stabilization/FCA
In relation to each Member State of the European Economic Area,
this communication is only addressed to and directed at qualified
investors in that Member State within the meaning of Regulation
(EU) 2017/1129 (the "Prospectus Regulation").
This announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
Section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the "FSMA"). This announcement is only being
distributed to and is only directed: at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). Any New Bonds will only be available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such New Bonds 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
TENPGUPCBUPBGPC
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September 24, 2019 08:45 ET (12:45 GMT)
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