REG - Ukraine (Min of Fin) - Amendment to Launch Announcement
12/08/2024 11:15
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RNS Number : 0832A Ukraine (Ministry of Finance) 12 August 2024
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 ANNOUNCEMENT OR THE MEMORANDUM (AS DEFINED BELOW).
12 August 2024
Ukraine
represented by the Minister of Finance of Ukraine
(the "Issuer" or "Ukraine")
AMENDMENT TO
LAUNCH ANNOUNCEMENT AND EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM in
respect of EXISTING notes
Ukraine announces today an amendment (this "Amendment") to the Exchange Offer
and Consent Solicitation Memorandum (the "Memorandum") and the Launch
Announcement, each dated 9 August 2024, pursuant to which (i) Ukraine invites
Eligible Holders of the Existing Notes (as described therein) to exchange
their Existing Notes for the New Securities Consideration and (ii) Ukraine and
Ukravtodor invite Holders of the Existing Notes to consent to the Mandatory
Exchange of Existing Notes for the Mandatory Exchange Consideration (each as
defined in the Memorandum).
Ukraine wishes to clarify that the amounts of the allocation of New Securities
to be delivered in exchange for Existing Notes set forth in the Allocation
Table in each of the Memorandum and the Launch Announcement are expressed per
U.S.$1,000 (or €1,000, as applicable), in principal amount of, and Accrued
Interest on, Existing Notes.
Accordingly, pursuant to this Amendment, Ukraine updates:
1. The footnote numbered 1 and footnote numbered 2 in the Allocation of
Consideration table in the Launch Announcement, as follows (where underlined,
bolded and italicised text denotes additions):
a. (1) Unless otherwise stated, amounts are expressed in U.S. dollars
per U.S.$1,000 in principal amount of, and Accrued Interest on, Existing
Notes;
b. (2) Amounts expressed in Euros per €1,000 in principal amount of, and
Accrued Interest on, Existing Notes, deliverable in the Dollar Equivalent
thereof.
2. The parenthesis under the Allocation of Consideration Table in "The
Invitation-Allocation of Consideration", as follows (where underlined, bolded
and italicised text denotes additions):
"(Unless otherwise stated, amounts are expressed in U.S. dollars per
U.S.$1,000 in principal amount of, and Accrued Interest on, Existing Notes)".
The amended and restated Memorandum and the amended and restated Launch
Announcement have been uploaded on the Exchange and Consent Website:
https://projects.sodali.com/Ukraine (https://projects.sodali.com/Ukraine) .
Terms used in this announcement but not defined herein have the respective
meanings given to them in the Memorandum.
The amendments effected by this Amendment do not affect the anticipated
timetable for the Invitation. The dates and times as set out in the section
"Expected Timetable of Events" of the Memorandum remain unchanged.
Participation Instructions already submitted in connection with the Invitation
remain valid and may not be revoked, except in the limited circumstances
described in the Memorandum.
For the avoidance of doubt, save as described in this Amendment, no further
amendment is being made to the terms and conditions of the Invitation or the
Written Resolutions or the process for submission of Participation
Instructions. All other terms and conditions of the Invitation remain in full
force and effect.
Any questions regarding the terms of the Exchange Offer and Consent
Solicitation may be directed to the Information, Tabulation and Exchange Agent
at the address and telephone number specified below:
Sodali & Co:
In London: In Stamford: In Hong Kong:
122 Leadenhall Street
29/F
333 Ludlow Street
London EC3V 4AB
No. 28 Stanley Street
South Tower, 5th Floor
United Kingdom
Central
Stamford, CT 06902
Hong Kong
United States of America
Telephone: +44 20 4513 6933 Telephone: +1 203 658 9457 Telephone: +852 2319 4130
Exchange and Consent Website: https://projects.sodali.com/Ukraine
(https://projects.sodali.com/Ukraine)
Email: Ukraine@investor.sodali.com (mailto:Ukraine@investor.sodali.com)
***
THE EXCHANGE OFFER DESCRIBED IN THE MEMORANDUM IS DIRECTED, AND NEW SECURITIES
DESCRIBED THEREIN WILL BE ISSUED, ONLY TO HOLDERS OF EXISTING NOTES (I) THAT
ARE OUTSIDE THE UNITED STATES HOLDING EXISTING NOTES REPRESENTED BY AN
UNRESTRICTED GLOBAL NOTE CLEARED IN CLEARSTREAM BANKING S.A. AND EUROCLEAR
BANK SA/NV ("REGULATION S NOTES") THAT ARE NOT RETAIL INVESTORS (AS DEFINED
BELOW) OR (II) THAT ARE HOLDING EXISTING NOTES REPRESENTED BY A RESTRICTED
GLOBAL NOTE CLEARED IN THE DEPOSITORY TRUST COMPANY (OR, IN THE CASE OF
EXISTING NOTES DENOMINATED IN EUROS, CLEARSTREAM BANKING S.A. AND EUROCLEAR
BANK SA/NV) ("RULE 144A NOTES") THAT ARE (X) EITHER A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) OF REGULATION D UNDER THE SECURITIES ACT AND (Y) NOT RETAIL INVESTORS
(EACH OF (I) AND (II) AN "ELIGIBLE HOLDER").
Holders of RULE 144a Notes that are not QUALIFIED INSTITUTIONAL BUYERs or
Accredited Investors, but which are outside the United States and are not
Retail Investors, will need to transfer their holdings of RULE 144a Notes into
REGULATION S NOTES in order to qualify as Eligible Holders and receive New
SECURITIES. Holders of REGULATION S Notes that are not outside the United
States, but which are QUALIFIED INSTITUTIONAL BUYERs or Accredited Investors,
will need to transfer their holdings of REGULATION S Notes into RULE 144A
NOTES in order to qualify as Eligible Holders and receive New SECURITIES.
Holders should take such action as soon as possible in order to ensure that
they can participate in the Invitation by the relevant deadlines and be
eligible to receive New securities on the Settlement Date.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS-THE NEW SECURITIES ARE NOT
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 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) 2016/97 (AS AMENDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"),
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 THE PROSPECTUS REGULATION. CONSEQUENTLY, NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, (AS AMENDED, THE "PRIIPS
REGULATION"), FOR OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE
OFFERING OR SELLING THE NEW SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO
ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THIS COMMUNICATION AND ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE ISSUE
OF THE NEW SECURITIES OFFERED HEREBY 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 FSMA. ACCORDINGLY, SUCH DOCUMENTS AND/OR
MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE
GENERAL PUBLIC IN THE UK. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS
AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED
KINGDOM WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND WHO FALL 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 "ORDER")), OR (II) FALL
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) WHO ARE ANY OTHER
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IN THE UK, THE NEW
SECURITIES OFFERED HEREBY ARE ONLY AVAILABLE TO, AND ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN
ONLY WITH, RELEVANT PERSONS. ANY PERSON IN THE UK THAT IS NOT A RELEVANT
PERSON SHOULD NOT ACT OR RELY ON THIS COMMUNICATION OR ANY OF ITS CONTENTS.
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