REG - Zambia (Republic of) - Holding Period Announcement

TPGAnnouncement

14/06/2024 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240614:nRSN5664Sa&default-theme=true

RNS Number : 5664S  Zambia (Republic of) (MoF)  14 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 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
(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:

                           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)

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  STRGPUCWQUPCGCC