REG - Zambia (Republic of) - Final Results Announcement

TPGAnnouncement

04/06/2024 16:15

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RNS Number : 0957R  Zambia (Republic of) (MoF)  04 June 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).

4 June 2024

the republic of zambia

announcement of the results of the consent solicitation and the approval of
the proposal

On 13 May 2024, the Republic of Zambia, represented by the Ministry of Finance
of Zambia (the "Issuer" or "Zambia") announced the launch of a consent
solicitation (the "Consent Solicitation") in respect 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"),

in each case issued by the Issuer (each, a "Series" and, together, the
"Existing Notes").

Terms used in this announcement but not defined herein have the respective
meanings given to them in the Consent Solicitation Memorandum dated 13 May
2024 (the "Memorandum"), which is available to Noteholders from the Consent
Website:  http://projects.morrowsodali.com/zambia
(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 announcement.

Zambia is pleased to announce that the Extraordinary Resolutions in respect of
each Series of Existing Notes were duly passed at the Meetings held today and
that the Proposal, including the Exchange of the Existing Notes of each Series
for New Notes, has been approved. The Proposal was approved by Noteholders
holding 97.23% of the outstanding principal amount of the 2022 Notes, 94.06%
of the outstanding principal amount of the 2024 Notes and 97.42% of the
outstanding principal amount of the 2027 Notes.

Following the approval of the Proposal, and subject to the satisfaction or
(where capable of being waived) waiver of the Settlement Conditions, Zambia
expects that the Settlement Date will occur on 11 June 2024. 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 3 June 2024 1  (#_ftn1) will receive 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
will receive the Consent Fee. Those Noteholders that submitted (and did not
subsequently withdraw) valid Settlement Instructions certifying their status
as an Ineligible Holder by 5:00 p.m. (New York City time) on 3 June 2024 will
receive the Substitute Consideration on the Cash Distribution Date.

Noteholders that have not submitted (or arranged to have submitted on their
behalf) Settlement Instructions that were received by the Information and
Tabulation Agent at or prior to 5:00 p.m. (New York City time) on 3 June 2024
will be subject to the Holding Period Arrangement described in the Memorandum
and, following the Settlement Date, will need to submit Holding Period
Instructions certifying their status as Eligible Holders at or prior to the
Holding Period Termination Deadline in order to receive New Notes at a later
date. Zambia will make an announcement concerning the Holding Period
Arrangement and Cash Proceeds Arrangement, including the procedures for
submitting Holding Period Instructions, following the Settlement Date.

Zambia also hereby announces to Noteholders that the Committee Fees Shortfall
to be deducted from the first Amortisation Amount in respect of the New A
Notes will be U.S.$4.93 per U.S.$1,000 in nominal amount of New A Notes
(rounded to the nearest cent) meaning that Noteholders will receive a net
amount of U.S.$39.19 per U.S.$1,000 in nominal amount of New A Notes on the
First Amortisation Date, which is currently expected to be 13 June 2024.

This announcement is released by The Republic of Zambia, represented by the
Ministry of Finance of Zambia, and contains information that qualified or may
have qualified as inside information for the purposes of Article 7 of
Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018, encompassing information
relating to the Consent Solicitation and the Proposal described above.

 

Any questions regarding the terms of the Consent Solicitation may be directed
to the Information and Tabulation Agent at the address and telephone number
specified below:

                           Morrow Sodali Limited

 In London:                              In Stamford:                      In Hong Kong:
 103 Wigmore Street
                                 29/F, No. 28 Stanley Street,

                                       333 Ludlow Street, 5th Floor

 London W1U 1QS
                                 Central, Hong Kong

                                       South Tower, CT 06902
 United Kingdom

                                         United States of America

 Telephone:  +44 20 4513 6933            Telephone:  +1 203 658 9457       Telephone:  +852 2319 4130

             Email:  zambia@investor.morrowsodali.com
             (mailto:zambia@investor.morrowsodali.com)
             Consent Website:  https://projects.morrowsodali.com/zambia
             (https://bonds.morrowsodali.com/zambiaconsent)

 

 1  (#_ftnref1)        Zambia has determined to accept Settlement
Instructions validly submitted by or on behalf of Noteholders that were
received by the Information and Tabulation Agent after the Voting Deadline but
at or prior to 5:00 p.m. (New York City time) on 3 June 2024 for the purposes
of distributing New Notes to the relevant Noteholders on the Settlement Date.

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