Last checked at 7 Apr 2022 10:46
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL
7 April 2022
THE REPUBLIC OF ANGOLA ANNOUNCES THE NON-BINDING INDICATIVE RESULTS OF THE TENDER OFFERS FOR ITS 9.500 PER CENT. NOTES DUE 2025 AND 8.250 PER CENT. NOTES DUE 2028
The Republic of Angola (the "Republic" or the "Angola") today announces the non-binding indicative results of its invitations to eligible holders of its outstanding (i) 9.500% Notes due 2025 (Reg. S ISIN: XS1318576086; Reg. S Common Code: 131857608; Rule 144A ISIN: US035198AA89; Rule 144A CUSIP: 035198AA8; Rule 144A Common Code 131979665) (the "2025 Notes") and (ii) 8.250% Notes due 2028 (Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A ISIN: US035198AB62; Rule 144A CUSIP: 035198AB6; Rule 144A Common Code: 181968087) (the "2028 Notes", and together with the 2025 Notes, the "Notes") to purchase for cash up to U.S.$750,000,000 in aggregate principal amount (the "Maximum Tender Amount") of the 2025 Notes and the 2028 Notes (together, the "Offers" and each, an " Offer").
The Offers were announced on 31 March 2022 and were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 31 March 2022 (the "Tender Offer Memorandum") prepared by the Republic. 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 Offers was 5.00 p.m. (New York City time) on 6 April 2022.
Indicative Results of the 2025 Notes Offer
As at the Expiration Deadline, the Republic had received valid tenders of U.S.$627,687,000 in aggregate principal amount of 2025 Notes for purchase pursuant to the 2025 Notes Offer.
The Republic expects to announce whether it will accept any 2025 Notes validly tendered for purchase as soon as practicable following the pricing of the New Notes. In the event the Republic decides to accept 2025 Notes validly tendered for purchase, subject to satisfaction or waiver of the New Financing Condition, it currently intends to accept all such 2025 Notes for purchase without proration. Noteholders should note that this is a non-binding indication.
If the Republic decides to accept valid tenders of 2025 Notes pursuant to the 2025 Notes Offer, the total amount that will be paid to each Noteholder on the Settlement Date for such 2025 Notes accepted for purchase will be an amount (rounded to the nearest U.S.$0.01, with U.S.$0.005 rounded upwards) equal to the sum of:
· the 2025 Notes Purchase Price of U.S.$1,110.00 per U.S.$1,000 in principal amount of the 2025 Notes accepted for purchase from such Noteholder pursuant to the 2025 Offer; and
· the Accrued Interest on such 2025 Notes.
The Republic expects to announce when the Settlement Date will occur in respect of any 2025 Notes accepted for purchase (in the event any such 2025 Notes are accepted for purchase) following the pricing of the New Notes. All 2025 Notes that may be accepted for purchase will be cancelled and will not be reissued or resold. Any 2025 Notes that were not tendered or are not accepted for purchase pursuant to the 2025 Offer will remain outstanding.
Until the Republic announces the final aggregate principal amount of 2025 Notes accepted for purchase, no assurance can be given that any 2025 Notes validly tendered for purchase pursuant to the 2025 Offer will be accepted.
Indicative Results of the 2028 Notes Offer
The Republic currently expects to exercise its discretion set out in the Tender Offer Memorandum not to accept for purchase any 2028 Notes tendered pursuant to the 2028 Notes Offer. Noteholders should note that this is a non-binding indication.
Citigroup Global Markets Limited and Deutsche Bank AG, London Branch are acting as Dealer Managers and Citibank N.A., London Branch is acting as Tender Agent in respect of the Offers.
DEALER MANAGERS
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TENDER AGENT
Citibank, N.A., London Branch Citigroup Centre Canada Square London E14 5LB United Kingdom Attention: Exchange Team - Agency and Trust: citiexchanges@citi.com Telephone: +44 20 7508 3867 | ||||||||||||||||||||||
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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.