92MB Zambia 27r

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE OR THE MEMORANDUM (AS DEFINED BELOW).

14 June 2024

the republic of zambia

NOTICE OF SETTLEMENT AND OF HOLDING PERIOD ARRANGEMENT AND CASH PROCEEDS ARRANGEMENT

The Republic of Zambia, represented by the Minister of Finance and Planning of Zambia (the "Issuer" or "Zambia") hereby gives notice to the holders of its:

·    U.S.$750,000,000 5.375 per cent. Notes due 2022 (Regulation S ISIN: XS0828779594, Common Code: 082877959; Rule 144A ISIN: US988895AA69, CUSIP: 988895AA6) (the "2022 Notes");

·    U.S.$1,000,000,000 8.500 per cent.  Notes due 2024 (Regulation S ISIN: XS1056386714, Common Code: 105638671; Rule 144A ISIN: US988895AE81, CUSIP: 988895AE8) (the "2024 Notes"); and

·    U.S.$1,250,000,000 8.970 per cent. Notes due 2027 (Regulation S ISIN: XS1267081575, Common Code: 126708157; Rule 144A ISIN: US988895AF56, Common Code: 126844646, CUSIP: 988895AF5) (the "2027 Notes", and together with the 2022 Notes and the 2024 Notes, the "Existing Notes", and each, a "Series"),

that the settlement of the initial distribution of New Notes in exchange for the Existing Notes and payment of the Consent Fee to eligible Noteholders was completed on 12 June 2024 (the "Settlement Date") pursuant to the terms of the Consent Solicitation Memorandum dated 13 May 2024 (the "Memorandum"), which is available to Noteholders from the Consent Website:  http://projects.morrowsodali.com/zambia, subject to eligibility confirmation and registration, or by contacting Morrow Sodali Limited (the "Information and Tabulation Agent"), the contact details for which are set out at the end of this Notice. Terms used in this Notice but not defined herein have the respective meanings given to them in the Memorandum.

On the Settlement Date: (i) those Noteholders that submitted (and did not subsequently withdraw) valid Settlement Instructions certifying their status as an Eligible Holder by 5:00 p.m. (New York City time) on 30 May 2024 (in respect of DTC Notes) or 4:00 p.m. (London time) on 3 June 2024 (in respect of Euroclear / Clearstream Notes) (the "Settlement Instructions Deadline") received New Notes in exchange for their Existing Notes; and (ii) those Noteholders that submitted (and did not subsequently withdraw) valid Voting Instructions in favour of the relevant Extraordinary Resolution by the Early Consent Deadline received the Consent Fee. Those Noteholders that submitted (and did not subsequently withdraw) valid Settlement Instructions certifying their status as an Ineligible Holder by the Settlement Instructions Deadline will receive the Substitute Consideration on the Cash Distribution Date. All outstanding Existing Notes and any accrued and unpaid interest thereon (including the Accrued Interest) have been cancelled.

Holding Period Arrangement

Noteholders that did not submit (or arrange to have submitted on their behalf) Settlement Instructions that were received by the Information and Tabulation Agent at or prior to the Settlement Instructions Deadline ("Uninstructed Holders") did not receive New Notes on the Settlement Date and are instead subject to the Holding Period Arrangement. Euroclear and Clearstream have allocated internal non-transferable technical ISINs and DTC has allocated internal non-transferable escrow CUSIPs to Uninstructed Holders. The New Notes to which such Uninstructed Holders would otherwise have received pursuant to the Exchange have been delivered to a Custodian to hold until the later of:

(a)        such time as such Uninstructed Holder delivers, in accordance with the procedures of the relevant Clearing System, a Holding Period Instruction certifying whether such Noteholder is an Eligible Holder; and

(b)        5:00 p.m. (New York City time) on 12 November 2024 (the "Holding Period Termination Deadline").

Distributions of New Notes following the Settlement Date

Zambia will arrange for two distributions of New Notes to be made following the Settlement Date on:

·    19 July 2024 (the "Interim Distribution Date"); and

·    19 November 2024 (the "Final Distribution Date").

Uninstructed Holders will need to submit (or arrange to have submitted on their behalf) valid Holding Period Instructions certifying their status as an Eligible Holder by:

·    5:00 p.m. (New York City time) on 12 July 2024 (the "Interim Holding Period Instruction Deadline") in order to receive New Notes on the Interim Distribution Date; or

·    The Holding Period Termination Deadline (together with the Interim Holding Period Instruction Deadline, each a "Holding Period Instruction Deadline") in order to receive New Notes on the Final Distribution Date.

Any Uninstructed Holders that do not submit (or arrange to have submitted on their behalf) valid Holding Period Instructions certifying their status as an Eligible Holder by the Holding Period Termination Deadline will be subject to the Cash Proceeds Arrangement described below.

Requirements for Holding Period Instructions

Uninstructed Holders must submit (or arrange to have submitted on their behalf) Holding Period Instructions in accordance with the following requirements.

Euroclear / Clearstream Notes

In order to submit Holding Period Instructions, Direct Participants in respect of Euroclear / Clearstream Notes must submit (and not subsequently withdraw) an electronic instruction through the relevant Clearing System at or prior to the relevant Holding Period Instruction Deadline specifying that it is submitted on behalf of a Beneficial Owner:

(i)         who is an Eligible Holder that is (a) outside of the United States and (b) not a Retail Investor; or

(ii)       who is not an Eligible Holder.

DTC Notes

In order to submit Holding Period Instructions, DTC Direct Participants must submit (and not subsequently withdraw) an Agent's Message through ATOP (each as defined in the Memorandum) at or prior to the relevant Holding Period Instruction Deadline specifying that it is submitted on behalf of a Beneficial Owner:

(i)         who is an Eligible Holder that is (a) a QIB or an Accredited Investor and (b) not a Retail Investor; or

(ii)       who is not an Eligible Holder.

Uninstructed Holders may only submit Holding Period Instructions in respect of principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof with respect to each Series of Existing Notes.  A separate Holding Period Instruction must be submitted on behalf of each Beneficial Owner.

Cash Proceeds Arrangement

In relation to each:

(a)        Noteholder that submitted (or arranged to have submitted on its behalf) a valid Settlement Instruction at or prior to the Settlement Instructions Deadline certifying that it is not an Eligible Holder;

(b)       Uninstructed Holder that subsequently submits (or arranges to have submitted on its behalf) a valid Holding Period Instruction at or prior to the Holding Period Termination Deadline which certifies that it is not an Eligible Holder; and

(c)        Uninstructed Holder that fails to submit (or arrange to have submitted on its behalf) a valid Holding Period Instruction at or prior to the Holding Period Termination Deadline,

the Custodian or Zambia, as the case may be, shall sell or procure the sale of the New Notes to which such Noteholder or Uninstructed Holder would otherwise have been entitled to in one or more transactions (each, a "Sale") as soon as reasonably practicable following the Settlement Date (in respect of (a) above), the Holding Period Instruction Deadline after which such Holding Period Instruction is received (in the case of (b) above) and the Holding Period Termination Deadline (in the case of (c) above).

The price, terms, timing and manner of such Sales will be on the best terms reasonably available at the time using a transparent open market process and shall be for cash.  Neither the Custodian nor Zambia will have any liability for any loss or alleged loss arising from such Sales or a failure to procure any purchaser for such New Notes (or any of them). The proceeds of such Sales (net of the costs of sale including the fees of any marketing agent, placement agent or underwriter appointed in relation to the Sales and any taxes and provisions for tax on sale or as a result of the Holding Period Arrangement) (the "Net Cash Proceeds") will be held for the benefit of such holders of the Existing Notes until such time as Sales of all relevant New Notes have been effected after the Settlement Date or relevant Holding Period Instruction Deadline (as the case may be), and the pro rata shares of (i) such Net Cash Proceeds and (ii) any payments of principal and interest paid on the New Notes subject to such Sales since the Settlement Date and held by the Custodian (together, the "Substitute Consideration") will be delivered to the relevant Direct Participants in the relevant Clearing Systems on behalf of the holders of Existing Notes entitled to such Substitute Consideration on the next Holding Period Distribution Date (the "Cash Proceeds Arrangement").

However, depending on market conditions, the volume of New Notes sold or other developments, the Net Cash Proceeds may be less than the outstanding principal amount of the New Notes due to such holder of Existing Notes.  Zambia will not be obligated to pay any amount other than, or additional to, the Substitute Consideration, and payment of the Substitute Consideration will fully and finally discharge Zambia's obligation to deliver Consideration to the relevant holders of Existing Notes.

This Notice is released by The Republic of Zambia, represented by the Minister of Finance and National Planning of Zambia.

Any questions regarding the procedures outlined in this Notice, including the submission of Holding Period Instructions, may be directed to the Information and Tabulation Agent at the address and telephone number specified below: