TIDM80LW
RNS Number : 6865Y
Uruguay (Republic of)
14 May 2021
FOR IMMEDIATE RELEASE
May 14, 2021
MONTEVIDEO, URUGUAY
The Republic of Uruguay ("Uruguay") previously announced an
offer to purchase for cash (the "Tender Offer") its 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), subject to
the terms and conditions contained in the Offer to Purchase, dated
May 13, 2021 (the "Offer to Purchase"). Uruguay has instructed HSBC
Securities (USA) Inc. (in such capacity, the "Billing and
Delivering Bank"), to accept subject to proration and other terms
and conditions contained in the Offer to Purchase, valid preferred
tenders and non-preferred tenders in aggregate principal amounts of
Old Bonds as set forth below.
The Tender Offer expired, as scheduled, on Thursday, May 13 ,
2021 , at 12:00 noon New York time for non-preferred tenders and at
2:00p.m. New York time for preferred tenders.
The maximum purchase amount is (i) Ps.19,041,712,000 principal
amount for the 2022 Ps. Bonds (as defined below), (ii) Ps.0
principal amount for the 2028 Ps. Bonds (as defined below), (iii)
US$93,381,237 principal amount for the 2022 USD Bonds (as defined
below) and (iv) US$0 principal amount for the 2024 USD Bonds (as
defined below).
The aggregate principal amount of preferred and non-preferred
tenders of Old Bonds and the aggregate principal amount of
preferred and non-preferred tenders of such Old Bonds that have
been accepted are shown in the table below. Appropriate adjustments
will be made so that purchases are made in the minimum
denominations set forth in the Offer to Purchase.
Aggregate Principal Aggregate
Aggregate Principal Aggregate Principal Amount of Principal Amount
Amount of Preferred Amount of Preferred Non-Preferred of Non-Preferred
Old Bonds Tenders Tenders Accepted Tenders Tenders Accepted
------------------------------- -------------------- -------------------- -------------------- -------------------
9.875 % Global Ps. Bonds due Ps.17,524,039,000 Ps.17,524,039,000 Ps.1,517,673,000 Ps.1,517,673,000
20 22 ("20 22 Ps. Bonds")
8.500 % Global Ps. Bonds due Ps.9,465,861,000 Ps.0 Ps.1,250,000,000 Ps.0
20 28 ("2028 Ps. Bonds")
8.000 % Global Bonds due 20 22 US$78,506,344 US$78,506,344 US$14,874,893 US$14,874,893
("20 22 USD Bonds")
4.500 % Global Bonds due 20 24 US$98,636,535 US$0 US$22,671,628 US$0
("2024 USD Bonds")
In accordance with the Offer to Purchase, the purchase price to
be paid per Ps. 1,000 principal amount of each series of Global Ps.
and per U.S.$1,000 principal amount of each series of Global USD
Bonds tendered and accepted pursuant to the Tender Offer will be
equal to the fixed price indicated in the table below (the
"Purchase Price").
Outstanding Purchase Price
Principal Amount ISIN CUSIP (per Ps.1,000
as of Thursday, (Rule 144A / Reg (Rule 144A / Reg Common Code Principal
Global Ps. Bonds May 13, 2021 S) S) (Rule 144A / Reg S) Amount) (1) (2)
----------------- ------------------ ----------------- ----------------- ---------------------- -----------------
20 22 Ps. Bonds Ps. US917288BJ06 / 917288 BJ0 / 163395410 / 163395444 Ps. 1,045.00
35,271,246,000 USP96006AE41 P96006 AE4
2028 Ps. Bonds Ps. US760942BC54 / 760942 BC5 / 168332475 / 168332521 Ps. 1,047.50
31,603,000,000 USP80557BV53 P80557 BV5
Outstanding Purchase Price
Principal Amount (per US$1,000
as of Thursday, Principal
Global USD Bonds May 13, 2021 ISIN CUSIP Common Code Amount) (2)
----------------- ------------------ ----------------- ----------------- ---------------------- -----------------
20 22 USD Bonds US$310,919,173.33 US917288BC52 917288BC5 023617129 US$1,087.50
2024 USD Bonds US$1,009,616,897 US760942AZ58 760942AZ5 096139942 US$1,091.00
(1) The Purchase Price of the Global Ps. Bonds shall be
converted into U.S. dollars at an exchange rate of Ps.44.026 to
US$1.00.
(2) In addition, investors will receive Accrued Interest, as
described in the Offer to Purchase.
Holders of Old Bonds held through the Depository Trust Company
("DTC") that have been validly tendered and accepted pursuant to
the Tender Offer must deliver their accepted Old Bonds to the
relevant Dealer Manager (as defined below) no later than 3:00 p.m.,
New York time, on the Settlement Date. Holders of Old Bonds held
through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking,
société anonyme ("Clearstream") that have been validly tendered and
accepted pursuant to the Tender Offer must deliver their Old Bonds
to the Billing and Delivering Bank, at the latest, using the
overnight process, one day prior to the Settlement Date and must
not use the optional daylight process. The Settlement Date is
expected to occur on Thursday, May 20, 2021 subject to the terms
and conditions set forth in the Offer to Purchase.
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 Uruguay's new
Peso-denominated Global Ps. Bonds due 2031 (the "Ps. 2031 Bonds")
or U.S. dollar-denominated 4.375% Global Bonds due 2031 (the "USD
2031 Bonds" and, together with the Ps. 2031 Bonds, the "New
Bonds"), as applicable, in the New Bonds Offering (as defined
below) in respect of your related indication of interest and/or (b)
in the cancellation of your tender and in your remaining obligated
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.
All Old Bonds that are tendered pursuant to tender orders placed
through a Dealer Manager and are accepted as instructed by Uruguay
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 by Uruguay. Uruguay will not be liable under any
circumstances for the payment of the purchase price and accrued
interest for any Old Bonds tendered in the Tender Offer by any
holder. The Billing and Delivery Bank shall only have the
obligation to sell to Uruguay the Old Bonds validly tendered and
accepted for purchase that the Billing and Delivery Bank has
actually purchased pursuant to the Tender Offer on the Settlement
Date. Tender orders that are not for permitted tender amounts have
not been accepted.
Subject to the conditions to settlement of the Tender Offer, Old
Bonds accepted for purchase will be settled on a delivery versus
payment basis solely with the Billing and Delivering Bank on the
Settlement Date, in accordance with customary brokerage practices
for corporate fixed income securities.
Uruguay has agreed to apply a portion of the net proceeds of its
new bonds offering announced on Thursday, May 13, 2021 (the "New
Bonds Offering") to purchase the Old Bonds accepted pursuant to the
Tender Offer from the Billing and Delivering Bank at the applicable
purchase price plus accrued interest. The Tender Offer is subject
to the dealer manager agreement relating to this Tender Offer not
being terminated prior to or at the time of the settlement of the
Tender Offer. BofA Securities, Inc., HSBC Securities (USA) Inc. and
Santander Investment Securities Inc. acted as Dealer Managers for
the Tender Offer. DF King & Co., Inc. is the information agent
in connection with the Tender Offer ("Information Agent"), and
questions regarding the Tender Offer may be directed to the
Information Agent or any of the Dealer Managers using the contact
information below:
D.F. King & Co., Inc.
Attention: Mei Zheng
48 Wall Street
New York, NY 10005
Toll Free: (877) 732-3621
All Others Call: (212) 269-5550
website: www.dfking.com/uruguay
BofA Securities, Inc. HSBC Securities (USA) Inc. Santander Investment Securities Inc.
One Bryant Park, 9th Floor 452 Fifth Avenue 45 East 53rd Street
New York, New York 10036 New York, New York 10018 New York, New York 10022
United States United States United States of America
Attention: Liability Management Attention: Global Liability Management Attention: Liability Management Group
In the United States: Group Collect:+1 (212) 940-1442
Toll-free: +1 (800)-292-0070 Toll Free: +1 (888) HSBC-4LM Toll-free: +1(855) 404-3636
Outside the United States: Collect: +1 (212) 525-5552
Collect: +1 (646)-855-8988 Email: lmamericas@us.hsbc.com
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
Offerings and the Tender Offer, and the transactions contemplated
by the New Bonds Offerings and Tender Offer, may be restricted by
law in certain jurisdictions. Each of the New Bonds Offerings and
the Tender Offer is made only in those jurisdictions where it is
legal to do so. The New Bonds Offerings and the Tender Offer are
void in all jurisdictions where they are prohibited. If materials
relating to the New Bonds Offerings 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 Offerings 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 Offerings 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 Offerings 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
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in any Member State of the
European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2017/1129 (as amended, "IMD"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling any securities or otherwise making them
available to retail investors in the EEA has been prepared and
therefore any offering or selling of any securities or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK").
For these purposes, (a) a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 ("FSMA") and any
rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of the Prospectus Regulation as it forms part of UK
domestic law by virtue of the EUWA, and (b) the expression "offer"
includes the communication in any form and by any means of
sufficient information on the terms of the offer and the securities
to be offered so as to enable an investor to decide to purchase or
subscribe for the securities. Consequently, no key information
document required by the PRIIPs Regulation, as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"),
for offering or selling securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore any offering or selling of securities or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
The expression "Prospectus Regulation" means Regulation (EU)
2017/1129 (as amended or superseded).
This announcement is intended for distribution only to persons
who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, (iv) fall within Article 43 ("Members
and creditors of certain bodies corporate") of Financial Promotion
Order, or (v) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant
persons.
* * *
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END
RTEGCGDUBDBDGBS
(END) Dow Jones Newswires
May 14, 2021 08:00 ET (12:00 GMT)
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