TIDM63DW
RNS Number : 4813A
Hungary
21 January 2020
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" BELOW).
January 21, 2020
HUNGARY ANNOUNCES TER OFFERS FOR EACH OF ITS OUTSTANDING
U.S.$3,000,000,000 6.375% NOTES DUE 2021 (OF WHICH
U.S.$2,583,222,000 IS OUTSTANDING), U.S.$2,000,000,000 5.375% NOTES
DUE 2023 (OF WHICH U.S. $1,923,938,000 IS OUTSTANDING),
U.S.$2,000,000,000 5.75% NOTES DUE 2023 (OF WHICH
U.S.$2,000,000,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375%
NOTES DUE 2024 (OF WHICH U.S.$2,000,000,000 IS OUTSTANDING).
Hungary (the "Offeror"), announces today its invitations to
eligible holders (subject to the offer restrictions referred to
below) of its outstanding (a) U.S.$3,000,000,000 6.375% Notes due
2021 (of which U.S.$2,583,222,000 is outstanding) (ISIN:
US445545AE60 / CUSIP: 445545AE6), (b) U.S.$2,000,000,000 5.375%
Notes due 2023 (of which U.S.$1,923,938,000 is outstanding) (ISIN:
US445545AH91 / CUSIP: 445545AH9), (c) U.S.$2,000,000,000 5.75%
Notes due 2023 (of which U.S.$2,000,000,000 is outstanding) (ISIN:
US445545AJ57 / CUSIP: 445545AJ5) and (d) U.S.$2,000,000,000 5.375%
Notes due 2024 (of which U.S.$2,000,000,000 is outstanding) (ISIN:
US445545AL04 / CUSIP: 445545AL0) (collectively, the "Notes" and
each a "Series") to tender their Notes for purchase by the Offeror
for cash (each an "Offer" and, together, the "Offers").
The Offers are made on the terms and subject to the conditions
set out in the Tender Offer Memorandum dated January 21, 2020 (the
"Tender Offer Memorandum").
Copies of the Tender Offer Memorandum are available from the
Information and Tender Agent as set out below. Capitalized terms
used in this announcement but not defined have the meanings given
to them in the Tender Offer Memorandum.
Maximum Purchase Indicative
Purchase Price / Aggregate
Outstanding Spread (Basis Clearing Amount Subject
Description of Notes ISIN / CUSIP Nominal Amount Benchmark Security Points) Spread to the Offers
-------------------------------------------------------------- ---------------- ---------------- ------------------------------------------------------------- --------------- ----------- ---------------
U.S.$3,000,000,000 6.375% Notes due 2021 (the "2021 Notes") US445545AE60 / U.S.$2,583,222, 1.625% U.S. Treasury Security due December 31, 2021 (ISIN 15 To be Subject as set
445545AE6 000 US912828YZ72) determined out in the
pursuant Tender Offer
to a Memorandum, an
modified aggregate
Dutch nominal amount
auction of Notes of
U.S.$1,000,000
,000
U.S.$2,000,000,000 5.375% Notes due 2023 (the "5.375% 2023 US445545AH91 / U.S.$1,923,938 1.500% U.S. Treasury Security due January 15, 2023 (ISIN
Notes") 445545AH9 ,000 US912828Z294) 40
U.S.$2,000,000,000 5.75% Notes due 2023 (the "5.75% 2023 Not U.S.$2,000,000 1.500% U.S. Treasury Security due January 15, 2023 (ISIN US
es") US445545AJ5 ,000 912828Z294) 50
7 / 445545AJ5
US445545AL04/ U.S.$2,000,000 1.500% U.S. Treasury Security due January 15, 2023 (ISIN
U.S.$2,000,000,000 5.375% Notes due 2024 (the "2024 Notes") 445545AL0 ,000 US912828Z294) 50
Purchase Price
Subject to the relevant Minimum Denomination in respect of each
Series of Notes, the price payable by the Offeror for any Notes of
the relevant Series validly tendered at or before the Expiration
Deadline and accepted by the Offeror will be determined as follows
(the "Purchase Price"):
in respect of each Series, the Offeror will pay for the Notes of
the relevant Series validly tendered and accepted by it for
purchase pursuant to the relevant Offer a purchase price to be
determined at or around the Pricing Time on the Pricing Date in the
manner described in the Tender Offer Memorandum; by reference
to:
(a) in the case of the 2021 Notes, the sum (such sum, the "2021
Notes Purchase Yield") of a purchase spread (the "2021 Notes
Clearing Spread") and the relevant Benchmark Security Rate;
(b) in the case of the 5.375% 2023 Notes, the sum (such sum, the
"5.375% 2023 Notes Purchase Yield") of a purchase spread (the
"5.375% 2023 Notes Clearing Spread") and the relevant Benchmark
Security Rate;
(c) in the case of the 5.75% 2023 Notes, the sum (such sum, the
"5.75% 2023 Notes Purchase Yield") of a purchase spread (the "5.75%
2023 Notes Clearing Spread") and the relevant Benchmark Security
Rate; and
(d) in the case of the 2024 Notes, the sum (such sum, the "2024
Notes Purchase Yield", and each of the 2021 Notes Purchase Yield,
the 5.375% 2023 Notes Purchase Yield, the 5.75% 2023 Notes Purchase
Yield and the 2024 Notes Purchase Yield, a "Purchase Yield") of a
purchase spread (the "2024 Notes Clearing Spread") and the relevant
Benchmark Security Rate,
with each Clearing Spread to be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer
Memorandum (the "Modified Dutch Auction Procedure").
Each Purchase Price will be determined in accordance with market
convention and expressed as an amount per U.S.$1,000 principal
amount of the Notes of the relevant Series, and is intended to
reflect a yield to maturity of the Notes of such Series on the
Settlement Date equal to the relevant Purchase Yield.
Clearing Spreads - Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will
determine, in its sole and absolute discretion, following
expiration of the relevant Offer, (i) the aggregate nominal amount
of Notes of the relevant Series (if any) it will accept for
purchase pursuant to the relevant Offer (each such amount, a
"Series Acceptance Amount") and (ii) a single clearing spread
(expressed in basis points) that it will use in the calculation of
the Purchase Price for the Notes of each Series (the "Clearing
Spread") taking into account the aggregate nominal amount of Notes
of such Series tendered in the relevant Offer and the purchase
spreads specified (or deemed to be specified, as set out below) by
tendering Noteholders.
The Clearing Spread applicable to each Series will be not more
than:
(a) 15 basis points, in the case of the 2021 Notes;
(b) 40 basis points, in the case of the 5.375% 2023 Notes;
(c) 50 basis points, in the case of the 5.75% 2023 Notes; and
(d) 50 basis points, in the case of the 2024 Notes.
(each a "Maximum Purchase Spread"), and will otherwise be the
highest spread that will enable the Offeror to purchase the Series
Acceptance Amount for such Series pursuant to the relevant Offer.
For technical purposes, each Series will have a minimum purchase
spread that will be 1 basis point for each Series of Notes.
Noteholders should not rely on the minimum purchase spread when
submitting competitive instructions as an indication of the final
clearing spread for the Notes. The final clearing spread may be
significantly greater than the minimum purchase spread.
Amount Subject to the Offers
The Offeror currently proposes to accept for purchase pursuant
to the Offers an aggregate amount of U.S.$1,000,000,000 in nominal
amount of the Notes, although the Offeror reserves the right, in
its sole and absolute discretion, to accept significantly less than
or significantly more than (or none of) such amount for purchase
pursuant to the Offers (the final amount accepted for purchase
pursuant to the Offers being the "Final Acceptance Amount"). The
Offeror will determine the allocation of the Final Acceptance
Amount among each Series in its sole and absolute discretion, and
reserves the right to accept significantly more or less (or none)
of the Notes of any Series as compared to any other Series.
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect
of Notes of the relevant Series accepted for purchase pursuant to
the relevant Offer.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Price (and any Accrued Interest Payment) pursuant
to, the relevant Offer, Noteholders must validly tender their Notes
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Information and
Tender Agent by 5:00 p.m. on January 27, 2020 (New York City Time)
/ 11:00 p.m. on January 27, 2020 (Central Europe Time).
A Non-Competitive Tender Instruction is a Tender Instruction
that either (i) does not specify a purchase spread for Notes, or
(ii) specifies a purchase spread greater than or equal to the
relevant Maximum Purchase Spread. Each Non-Competitive Tender
Instruction, whether falling within (i) or (ii) above, will be
deemed to have specified the relevant Maximum Purchase Spread for
the relevant Notes ("Non-Competitive Tender Instruction").
A Competitive Tender Instruction is a Tender Instruction that
specifies a purchase spread of less than the relevant Maximum
Purchase Spread. Purchase spreads may only be specified in
increments of 1 basis point below the relevant Maximum Purchase
Spread in such Competitive Tender Instructions ("Competitive Tender
Instruction").
Scaling
If the Offeror accepts any Notes of a Series for purchase
pursuant to the relevant Offer and the aggregate nominal amount of
the Notes of such Series that are validly tendered pursuant to
Non-Competitive Tender Instructions (as defined above), is greater
than the relevant Series Acceptance Amount, the Offeror intends to
accept such Notes for purchase on a pro rata basis such that the
aggregate nominal amount of such Notes accepted for purchase is no
greater than the relevant Series Acceptance Amount. In such
circumstances, the relevant Clearing Spread will be the relevant
Maximum Purchase Spread, and the Offeror will not accept for
purchase any Notes of such Series tendered pursuant to Competitive
Tender Instructions (as defined above).
If (other than as described in the preceding paragraph) the
aggregate nominal amount of Notes of a Series validly tendered (i)
pursuant to Non-Competitive Tender Instructions and (ii) pursuant
to Competitive Tender Instructions that specify a purchase spread
that is greater than or equal to the relevant Clearing Spread, is
greater than the relevant Series Acceptance Amount, the Offeror
intends to accept for purchase (A) first, all Notes of such Series
tendered pursuant to Non-Competitive Tender Instructions in full,
(B) second, all Notes tendered pursuant to Competitive Tender
Instructions for which the purchase spread is greater than the
relevant Clearing Spread and (C) third, all Notes of such Series
tendered at the relevant Clearing Spread on a pro rata basis such
that the aggregate nominal amount of Notes of such Series accepted
for purchase is no greater than the relevant Series Acceptance
Amount. For the avoidance of doubt, the Offeror will not accept any
Notes tendered for purchase at a purchase spread below the relevant
Clearing Spread.
Procedures for Participating in the Offers
Only a Direct Participant in a Clearing System can properly
instruct that Clearing System with regard to submitting Tender
Instructions. In so instructing, the Direct Participant, and the
tendering Noteholder on whose behalf it is acting, will be deemed
to have read and agreed to be bound by the terms and conditions of
the relevant Offer contained in the Tender Offer Memorandum.
If a Noteholder holds its Notes through a custodian or other
Intermediary, such Noteholder may not submit a Tender Instruction
directly. It should therefore contact its custodian or other
Intermediary to instruct its custodian or Intermediary to submit a
Tender Instruction on its behalf. In the event that the relevant
custodian or Intermediary is unable to submit a Tender Instruction
on its behalf by one of the methods described in the Tender Offer
Memorandum, the Noteholder should contact the Information and
Tender Agent for assistance in submitting its Tender Instruction.
There can be no assurance that the Information and Tender Agent
will be able to assist any such Noteholders in successfully
submitting a Tender Instruction.
To tender Notes in an Offer, a holder of Notes should deliver,
or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such
Clearing System, a valid Tender Instruction that is received in
each case by the Information and Tender Agent by the Expiration
Deadline.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of the relevant Series of no less than the
minimum denomination of each Series (being U.S.$2,000), and may
thereafter be submitted in integral multiples thereof. A separate
Tender Instruction must be completed on behalf of each beneficial
owner and in respect of each Series.
Indicative Timetable
Events Date
---------------------------------------------------------- ----------------------------------------------------------
Commencement of the Offers January 21, 2020
Expiration Deadline January 27, 2020, 5:00 p.m. (New York City Time) / 11:00
p.m. (Central Europe Time)
Announcement of indicative Series Acceptance Amounts and January 28, 2020, at or around 5:00 a.m. (New York City
indicative details of scaling Time) / 11:00 a.m. (Central Europe
Time)
Pricing Time January 28, 2020, at or around 7:00 a.m. (New York City
Time) / 1:00 p.m. (Central Europe
Time)
Announcement of Results and Pricing As soon as reasonably practicable after the Pricing Time
Settlement January 31, 2020
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Offeror reserves the right, in its sole and
absolute discretion, to extend, re-open, amend, waive any condition
of or terminate any Offer at any time. Details of any such
extension, re-opening, amendment, waiver or termination will be
announced as provided in the Tender Offer Memorandum as soon as
reasonably practicable after the relevant decision is made.
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes when
such Intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified above. The deadlines set by any such
Intermediary and each Clearing System for the revocation
instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made by the delivery of notices to the Clearing
Systems for communication to Direct Participants. Announcements may
also be made by the issue of a press release to one or more
Notifying News Service(s). Copies of all announcements, notices and
press releases can also be obtained from the Information and Tender
Agent, the contact details for whom are on the last page of the
Tender Offer Memorandum and at an Internet address contained in the
announcement. Significant delays may be experienced where notices
are delivered to the Clearing Systems and Noteholders are urged to
contact the Information and Tender Agent for the relevant
announcements during the course of the Offers. In addition,
Noteholders may contact the Dealer Managers for information using
the contact details on the last page of the Tender Offer
Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan
Securities plc are acting as Dealer Managers and Lucid Issuer
Services Limited is acting as Information and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager.
THE DEALER MANAGERS
BNP Paribas Citigroup Global Markets Limited
10 Harewood Avenue Citigroup Centre
London NW1 6AA Canada Square
United Kingdom London E14 5LB
United Kingdom
Tel: +44 20 7595 8668 Tel: +44 20 7986 8969
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@bnpparibas.com Email: liabilitymanagement.europe@citi.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Tel: +44 20 7134 2468
Attention: Liability Management
Email: em_europe_lm@jpmorgan.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Information
and Tender Agent. Copies of the Tender Offer Memorandum or related
documents may also be obtained, free of charge, from the
Information and Tender Agent.
THE INFORMATION AND TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: hungary@lucid-is.com
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 before any decision is made with respect to the Offers.
If you are in any doubt as to the contents of this announcement or
the Tender Offer Memorandum or the action you should take, 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. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offers. None of the Dealer Managers, the
Information and Tender Agent or the Offeror makes any
recommendation as to whether Noteholders should tender Notes for
purchase pursuant to the Offers.
The Tender Offer Memorandum does not constitute an invitation to
participate in the Offers in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of the Offeror, the Dealer Managers and the Information and Tender
Agent to inform themselves about and to observe any such
restrictions.
OFFER AND DISTRIBUTION RESTRICTIONS
United Kingdom
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Offers is not being made,
and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order
(such persons together being the "Relevant Persons"). The Offers
are only available to Relevant Persons and the transactions
contemplated in the Tender Offer Memorandum will be available only
to, or engaged in only with, Relevant Persons, and the Tender Offer
Memorandum and any other documents and/or materials produced in
connection with the Offers must not be relied or acted upon by
persons other than Relevant Persons.
Belgium
The Offers are not being made, directly or indirectly, to the
public in Belgium. Neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
yoor Financiële Diensten en Markten / Financial Services and Market
Authority) and, accordingly, the Offers may not be made in Belgium
by way of a public offering, as defined in Articles 3, -- 1, 1deg
and 6 of the Belgian Law of April 1, 2007 on public takeover bids
(the "Belgian Takeover Law") as amended or replaced from time to
time. Accordingly, the Offers may not be advertised and the Offers
will not be extended, and neither the Tender Offer Memorandum nor
any other documents or materials relating to the Offers (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" as referred to in Article 6, -- 3 of the
Belgian Takeover Law and as defined in Article 10 of the Belgian
Law of June 16, 2006 on the public offer of investment instruments
and the admission to trading of investment instruments on a
regulated market (as amended from time to time), acting on their
own account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) other than individuals, acting on their
own account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Offers. The Tender
Offer Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each Intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
General
Neither the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and either Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, such Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
Each Noteholder participating in an Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offers". Any tender of Notes for purchase pursuant to the
Offers from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information and
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to an Offer, whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason)
that such representation is not correct, such tender or submission
may be rejected.
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
TENBDGDBGUDDGGB
(END) Dow Jones Newswires
January 21, 2020 08:10 ET (13:10 GMT)
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