TIDMSX99
RNS Number : 6947I
Gabonese Republic (The)
08 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
The Gabonese Republic Announces the Results of its Invitations
to Purchase for Cash its Notes Listed Below
8 August 2023 - The Gabonese Republic ("Gabon" or the
"Republic") announces today the final results of its invitations to
holders (the "Noteholders") of its outstanding (i) U.S.$700,000,000
6.950% Notes due 2025 (Unrestricted Global Note ISIN: XS1245960684,
Common Code: 124596068; Restricted Global Note ISIN: US362420AC51,
Common Code: 124689180, CUSIP: 362420AC5) (the "2025 Notes"), (ii)
U.S.$1,000,000,000 6.625% Amortising Notes due February 2031
(Unrestricted Global Note ISIN: XS2113615228, Common Code:
211361522; Restricted Global Note ISIN: US362420AD35, Common Code:
211361395, CUSIP: 362420AD3) (the "February 2031 Notes") and (iii)
U.S.$800,000,000 7.000% Amortising Notes due November 2031
(Unrestricted Global Note ISIN: XS2407752711, Common Code:
240775271; Restricted Global Note ISIN: US362420AE18, Common Code:
240790947, CUSIP: 362420AE1) (the "November 2031 Notes" and,
together with the February 2031 Notes, the "2031 Notes" and,
together with the 2025 Notes, the "Notes") to tender their Notes
for purchase by the Republic for cash in each case subject to the
Maximum Tender Consideration and the 2025 Notes Tender Sub Cap
(each as defined in the Tender Offer Memorandum (as defined below))
and on the terms and subject to the conditions set forth in the
tender offer memorandum dated 25 July 2023 (the "Tender Offer
Memorandum").
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Final Results
The table below sets forth information with respect to the Notes
that were validly tendered at or prior to 5:00 p.m., New York City
time on 1 August 2023 (the "Expiration Deadline") and the final
amounts that the Republic will accept for purchase pursuant to the
Invitations ( subject to the satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date and the
other terms and conditions described in the Tender Offer Memorandum
). The Invitations expired at the Expiration Deadline, and no
further Notes may be tendered for purchase pursuant to the
Invitations.
Since the Maximum Tender Consideration is sufficient to purchase
some only, but not all, of the validly tendered 2025 Notes,
February 2031 Notes and November 2031 Notes, the Republic exercised
its right to allocate acceptances of validly tendered Notes between
each of the Series of the 2025 Notes, the February 2031 Notes and
the November 2031 Notes in its sole and absolute discretion and as
specified in the table below.
The proration of tendered Notes was required. The Republic
calculated the relevant Proration Factors in relation to each of
the 2025 Notes, the February 2031 Notes and the November 2031 Notes
pursuant to the terms of the Tender Offer Memorandum. Therefore,
the sum of each Noteholder's validly tendered Notes accepted for
purchase by the Republic will be determined by multiplying each
Noteholder's tender of Notes by the applicable Proration Factor
specified in the table below and rounding the product down to the
nearest U.S.$1,000. In addition, further adjustments have been made
to the relevant Tender Instructions that, in the event of
proration, would result in either (a) the relevant Noteholder
transferring Notes to the Republic in an aggregate nominal amount
of less than U.S.$200,000, or (b) the relevant Noteholder's
residual amount of Notes (being the nominal amount of Notes the
subject of the relevant Tender Instruction that are not accepted
for purchase by virtue of such proration) amounting to less than
U.S.$200,000, as further set out in the Tender Offer
Memorandum.
Summary of Results of the Invitations
Outstanding Nominal Nominal
Description Nominal Amount Amount 2025
of the 2025 Amount Validly to be Proration Purchase
Notes ISIN/CUSIP (1) Tendered Accepted Factor Price(2)
------------------ --------------- --------------- --------------- ---------------- ----------- ----------------
U.S.$700,000,000 Unrestricted U.S.$700,000,0 U.S.$301,598,0 U.S.$94,682,000 33.8635 U.S.$967.50
6.950 per Global Notes 00 00 per cent. per U.S.$1,000
cent. Notes : in nominal
due 2025 ISIN: amount
XS1245960684 of the
Common Code: 2025
124596068 Notes
accepted
Restricted for purchase
Global Notes
:
ISIN:
US362420AC51
Common Code:
124689180
CUSIP:
362420AC5
Nominal Nominal February
Description Outstanding Amount Amount 2031
of the February Nominal Validly to be Proration Purchase
2031 Notes ISIN/CUSIP Amount(1) Tendered Accepted Factor Price(2)
------------------ --------------- --------------- --------------- ---------------- ----------- ----------------
U.S.$1,000,000,00 Unrestricted U.S.$1,000,000 U.S.$500,917,0 U.S.$105,318,00 23.4305 U.S.$850
0 Global Notes ,000 00 0 per cent. per U.S.$1,000
6.625% Amortising : in nominal
Notes due ISIN: amount
February XS2113615228 of the
2031 Common Code: February
211361522 2031
Notes
Restricted accepted
Global Notes for purchase
:
ISIN:
US362420AD35
Common Code:
211361395
CUSIP:
362420AD3
Nominal Nominal November
Description Outstanding Amount Amount 2031
of the November Nominal Validly to be Proration Purchase
2031 Notes ISIN/CUSIP Amount(1) Tendered Accepted Factor Price(2)
------------------ --------------- --------------- --------------- ---------------- ----------- ----------------
U.S.$800,000,000 Unrestricted U.S.$800,000,0 U.S.$340,773,0 U.S.$300,000,00 84.9647 U.S.$850
7.000% Amortising Global Notes 00 00 0 per cent. per U.S.$1,000
Notes due : in nominal
November ISIN: amount
2031 XS2407752711 of the
Common Code: November
240775271 2031
Notes
Restricted accepted
Global Notes for purchase
:
ISIN:
US362420AE18
Common Code:
240790947
CUSIP:
362420AE1
________________
(1) As of 25 July 2023.
(2) Accrued Interest (as defined herein) shall be paid in
addition to the relevant Purchase Price. The Purchase Price is
presented per U.S.$1,000 in nominal amount of the Notes accepted
for purchase. If the Republic decides to accept for purchase valid
tenders of the Notes pursuant to any Invitation, the tender
consideration that the Republic will pay to Noteholders for the
Notes tendered in the Invitations and accepted for purchase will be
the aggregate of (x) an amount calculated on the basis of the
relevant Purchase Price and the nominal amount of Notes accepted
for purchase and (y) an amount in cash equal to accrued and unpaid
interest on the Notes of the relevant Series from (and including)
the interest payment date of each such Series immediately preceding
the Settlement Date to (but excluding) the Settlement Date (each as
defined herein) (together, the "Tender Consideration").
Tender Consideration
The tender consideration that the Republic will pay to
Noteholders for:
(i) the 2025 Notes validly tendered in the 2025 Invitation and
accepted for purchase will be the aggregate of (x) an amount
calculated on the basis of the 2025 Purchase Price and the original
nominal amount of the 2025 Notes accepted for purchase following
the application of the Proration Factor and rounding and (y) an
amount in cash equivalent to the 2025 Accrued Interest;
(ii) the February 2031 Notes validly tendered in the February
2031 Invitation and accepted for purchase will be the aggregate of
(x) an amount calculated on the basis of the February 2031 Purchase
Price and the original nominal amount of the February 2031 Notes
accepted for purchase following the application of the Proration
Factor and rounding and (y) an amount in cash equivalent to the
February 2031 Accrued Interest; and
(iii) the November 2031 Notes validly tendered in the November
2031 Invitation and accepted for purchase will be the aggregate of
(x) an amount calculated on the basis of the November 2031 Purchase
Price and the original nominal amount of the November 2031 Notes
accepted for purchase following the application of the Proration
Factor and rounding and (y) an amount in cash equivalent to the
November 2031 Accrued Interest,
together, the "Tender Consideration".
On the basis of the nominal amount of the 2025 Notes, the
February 2031 Notes and the November 2031 Notes accepted by the
Republic as indicated in the table above, the aggregate Tender
Consideration for (i) the 2025 Notes will be U.S.$92,683,289.31,
(ii) the February 2031 Notes will be U.S.$89,694,733.00 and (iii)
the November 2031 Notes will be U.S.$259,725,000.00 .
Payment of Tender Consideration
Payment of the Tender Consideration for the Notes accepted for
purchase pursuant to the Invitations is expected to be made on the
day following the day of the settlement of the New Notes and
funding of the Loan, as described in the Tender Offer Memorandum
(subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date and the other terms
and conditions described in the Tender Offer Memorandum). The
settlement date for the New Notes and the funding of the Loan is
expected to be on 14 August 2023 and, therefore, the settlement
date in respect of the Tender Consideration is hereby amended from
initially set out in the Tender Offer Memorandum and is currently
expected to be on 15 August 2023 (the "Settlement Date").
Conditions to the Invitations
The Republic is not under any obligation to accept any tender of
Notes for purchase pursuant to any Invitation. Tenders of Notes for
purchase may be rejected in the sole discretion of the Republic for
any reason and the Republic is not under any obligation to
Noteholders to furnish any reason or justification for refusing to
accept a tender of Notes for purchase. For example, tenders of
Notes for purchase may be rejected if the relevant Invitation is
terminated, if the New Financing Condition is not satisfied or if
the relevant Invitation does not comply with the relevant
requirements of a particular jurisdiction or for any other reason.
Subject to the New Financing Condition being satisfied or waived,
no assurance can be given that any Invitation will be completed. In
addition, the Republic may, in its sole and absolute discretion,
waive any of the conditions to any Invitation after this
announcement .
New Financing Condition
On 7 August 2023, Gabon Blue Bond Master Trust, Series 2 (Blue
Bond Issuer) priced a series of U.S. dollar-denominated notes (the
"New Notes") the proceeds of which will be used to provide
financing to Gabon Blue Bond Master Trust, Series 1 (Sovereign
Lender) (the "Issuer Financing"), which will in turn use the
proceeds of the Issuer Financing to provide the loan to the
Republic under a blue loan agreement (the "Loan"). Whether the
Republic will accept and settle the purchase of Notes validly
tendered in any Invitation is subject (unless such condition is
waived by the Republic in its sole and absolute discretion),
without limitation, to the successful completion of the issue of
the New Notes and the successful completion and receipt of the Loan
proceeds by the Republic (in each case as determined by the
Republic in its sole and absolute discretion) on terms satisfactory
to the Republic (in its sole and absolute discretion), in order to
enable it to finance, in whole or in part, the relevant Purchase
Price of the Notes validly tendered in the Invitations and accepted
for purchase by it (the "New Financing Condition"). Even if the New
Financing Condition is satisfied, the Republic is not under any
obligation to accept for purchase any Notes tendered pursuant to
any Invitation.
Each of the foregoing conditions is for the sole benefit of the
Republic and may only be waived by the Republic, in whole or in
part, at any time and from time to time, in its discretion. Any
determination by the Republic concerning the conditions set forth
above (including whether or not any such condition has been
satisfied or waived) will be final and binding upon the Information
and Tender Agent and all other persons.
As described in the Tender Offer Memorandum, all Notes purchased
by the Republic pursuant to the Invitations will be cancelled and
will not be re-issued or re-sold. Notes that are not tendered or
accepted for purchase pursuant to the Invitations will remain
outstanding.
Disclaimer
This announcement does not contain the full terms and conditions
of the Invitations. The terms and conditions of the Invitations are
contained in the Tender Offer Memorandum, and are subject to the
invitation and distribution restrictions set out below and more
fully described therein.
Further information
Merrill Lynch International has been appointed by the Republic
to serve as dealer manager (the "Dealer Manager") for the
Invitations. D.F. King (the "Information and Tender Agent ") has
been appointed by the Republic to act as the information and tender
agent in connection with the Invitations.
For additional information regarding the terms of the
Invitations, please contact the Dealer Manager by telephone at +44
207 996 5420 (Europe), +1 (888) 292 0070 (U.S. Toll Free) or by
email at DG.LM-EMEA@bofa.com . Requests for documents and questions
regarding the tender of Notes may be directed to the Information
and Tender Agent via email: gabon@dfkingltd.com or telephone :
London: +44 20 7920 9700; New York: +1 212 269 5550 (Banks and
Brokers) or (800) 361-7972 (All other calls toll free - U.S. only);
and Hong Kong: +852 3953 7208.
The Tender Offer Memorandum is expected to be distributed to
Noteholders beginning today. A copy of the Tender Offer Memorandum
is available on the tender offer website accessible at
https://sites.dfkingltd.com/gabon .
No Recommendation
The relevant Purchase Price, if paid by the Republic with
respect to Notes of any Series accepted for purchase, will not
necessarily reflect the actual value of such Notes. Noteholders
should independently analyse the value of their Notes and make an
independent assessment of the terms of the Invitations. None of the
Republic, the Dealer Manager or the Information and Tender Agent
has or will express any opinion as to whether the terms of the
Invitations are fair. None of the Republic, the Dealer Manager or
the Information and Tender Agent makes any recommendation that
Noteholders should submit an offer to sell or tender Notes or
refrain from doing so pursuant to any Invitation, and no one has
been authorised by any of them to make any such recommendation.
###
Invitation and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Invitations 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 Invitation to be made
by a licensed broker or dealer and the Dealer Manager or any of the
Dealer Manager's affiliates is such a licensed broker or dealer in
any such jurisdiction, such Invitation shall be deemed to be made
by the Dealer Manager or its affiliate, as the case may be, on
behalf of the Republic in such jurisdiction.
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction.
In addition, each Noteholder participating in an Invitation will
also be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Invitations" of the Tender
Offer Memorandum. Any tender of Notes for purchase pursuant to an
Invitation from a Noteholder that is unable to make these
representations will not be accepted. Each of the Republic , the
Dealer Manager and the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to an Invitation, whether
any such representation given by a Noteholder is correct and, if
such investigation is undertaken and as a result the Republic
determines (for any reason) (in consultation with the Dealer
Manager and the Information and Tender Agent) that such
representation is not correct, such tender shall not be accepted.
The acceptance of any tender shall not be deemed to be a
representation or a warranty by any of the Republic, the Dealer
Manager or the Information and Tender Agent or any of their
respective directors, officers, employees, agents or affiliates
that it has undertaken any such investigation and/or that any such
representation by a Noteholder is correct.
U nited Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Invitations is not being made, and such documents and/or materials
have not been approved by, an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA"). 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 may be exempt from the restriction on
financial promotion under section 21 of the FSMA on the basis that
it is only directed at and may be communicated to (i) persons who
have professional experience in matters relating to investments,
being investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order"); (ii) persons who fall
within Article 43(2) of the Financial Promotion Order; or (iii) any
other persons to whom these documents and/or materials may lawfully
be made under the Financial Promotion Order . Any investment or
investment activity to which the Tender Offer Memorandum relates is
available only to such persons or will be engaged only with such
persons and other persons should not rely on it .
Italy
None of this announcement, the Invitations, the Tender Offer
Memorandum or any other document or materials relating to the
Invitations have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
Each Invitation is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Italian Financial Services Act") and article 35-bis, paragraph 4
of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes that are located
in Italy can tender Notes for purchase in the Invitations through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018 , as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended from time to time) 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 Invitations or the Tender Offer
Memorandum.
European Economic Area
In any European Economic Area ("EEA") Member State, this
announcement and the Tender Offer Memorandum is only addressed to,
and is only directed at, "qualified investors" (as defined in
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the "Prospectus Regulation") )
in that Member State.
Each person in a Member State of the EEA who receives any
communication in respect of the Invitations contemplated in this
announcement and the Tender Offer Memorandum will be deemed to have
represented, warranted and agreed to and with each Dealer Manager
and the Republic that it is a qualified investor within the meaning
of the Prospectus Regulation.
France
The Invitations are not being made, directly or indirectly, in
the Republic of France other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 of the
French Code monétaire et financier and defined in Article 2(e) of
the Prospectus Regulation. Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Invitations have been or shall be distributed in the Republic
of France other than to qualified investors (investisseurs
qualifiés) and only qualified investors (investisseurs qualifiés)
are eligible to participate in the Invitations. Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Invitations has been, or will be,
approved, filed or reviewed by the Autorité des marchés
financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Invitations have been
or will be notified to, and neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Invitations have been or will be approved by, the Belgian
Financial Services and Markets Authority (Autoriteit voor
Financiële Diensten en Markten/Autorité des Services et Marchés
Financiers). The Invitations may therefore not be made in Belgium
by way of a public takeover bid (openbaar overnamebod/offre
publique d'acquisition) as defined in Article 3 of the Belgian law
of 1 April 2007 on public takeover bids, as amended (the "Belgian
Takeover Law"), save in those circumstances where a private
placement exemption is available.
This information is provided by RNS, the news service of the
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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.
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Policy.
END
RTEEALPPEDEDEFA
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