NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A “U.S. PERSON”)) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE “OFFER RESTRICTIONS” BELOW).
10 November 2015
Eurasian Development Bank (the “Offeror”) has today launched an invitation to eligible holders of the outstanding U.S.$500,000,000 5.0 per cent. notes due 2020 and U.S.$500,000,000 4.767 per cent. notes due 2022 (each an “Issue” and, together, the “Notes”) to tender their Notes for purchase by the Offeror for cash (such invitation a “Tender Offer” and, together, the “Tender Offers”).
The Tender Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 November 2015 (the “Tender Offer Memorandum”). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
|Description of the Notes||Common code/ISIN||Outstanding principal amount||Listing||Minimum Purchase Price||Purchase Price|
|U.S.$500,000,000 5.0 per cent. notes due 2020 (the “2020 Notes”)||
|U.S.$500,000,000||London Stock Exchange||U.S.$1,017.50 per U.S.$1,000 in principal amount||To be determined as set out herein pursuant to a modified Dutch auction procedure|
|U.S.$500,000,000 4.767 per cent. notes due 2022 (the “2022 Notes”)||
|U.S.$500,000,000||London Stock Exchange||U.S.$985.00 per U.S.$1,000 in principal amount||To be determined as set out herein pursuant to a modified Dutch auction procedure|
Rationale for the Tender Offers
The purpose of the Tender Offers is to enable the Offeror to acquire certain of its outstanding Notes at their current market prices, which is reflective of the Offeror’s liquidity position and consistent with its ongoing liability management objectives. To the extent any Notes purchased by the Offeror are not cancelled, such Notes will continue to be held by the Offeror. The Offeror has no intention at the date of the Tender Offer Memorandum to reissue or resell any such Notes.
The Offeror will pay for each U.S.$1,000 in principal amount of each Issue of Notes validly tendered and accepted by it for purchase pursuant to the Tender Offers a cash purchase price (for each Issue of Notes, a “Purchase Price”) as determined pursuant to the Modified Dutch Auction Procedure (as described below). The Offeror will decide how many Tender Offers to accept on the basis of the Offer Prices specified by tendering Noteholders and the amount of funds available for the Offeror to purchase the Notes at the Offeror’s sole discretion. In addition to the Purchase Price, the Offeror will also pay an amount equal to accrued and unpaid interest in respect of each Issue of Notes validly tendered and accepted for purchase by the Offeror. The Offeror will determine the allocation of funds between each Issue of Notes in its sole discretion.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Tender Offers, (i) the aggregate principal amount of the Notes that it will accept for purchase pursuant to the Tender Offers (the “Final Acceptance Amount”); and (ii) the Purchase Price for each Issue of Notes validly tendered and accepted for purchase, taking into account the aggregate principal amount of the relevant Issue of Notes so tendered and the Offer Prices at which such Notes are tendered (or deemed to be tendered, as set out below).
The Purchase Price for each Issue of Notes will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the relevant Issue of Notes which equals the relevant Final Acceptance Amount and shall either be (i) the Minimum Purchase Price, (ii) or an increment of U.S.$1.25 per U.S.$1,000 in principal amount of the relevant Issue of Notes above the Minimum Purchase Price.
The Purchase Price will apply to all Notes accepted for purchase.
Electronic Instructions may be submitted in the form of either a Non-Competitive Offer (which does not specify an offer price, or which specifies an offer price lower than or equal to the Minimum Purchase Price) or a Competitive Offer (which specifies an offer price higher than the Minimum Purchase Price in increments of U.S.$1.25 per U.S.$1,000 principal amount) as further described in the Tender Offer Memorandum.
Following the Expiration Time, the Offeror will determine the Purchase Price for each of the 2020 Notes and 2022 Notes respectively.
Acceptance of the Notes and Scaling
Subject to the right of the Offeror to extend, withdraw, terminate or amend the terms and conditions of the Tender Offers or of a Tender Offer, as described herein, the Offeror will purchase for cash the Notes validly Offered for Sale by Qualifying Holders and accepted by the Offeror. The Offeror will purchase up to any and all such Notes of either Issue validly tendered, subject to the right of the Offeror to accept or reject offers to sell of either Issue in its sole and absolute discretion. If the aggregate principal amount of Notes validly tendered at or below the Purchase Price is greater than the Final Acceptance Amount, the Offeror intends to accept Notes validly tendered for purchase at the Purchase Price on a pro rata basis, as further described in the Tender Offer Memorandum. The Offeror will decide how many Tender Offers to accept on the basis of the Offer Prices specified by tendering Noteholders and the amount of funds available for the Offeror to purchase the Notes, following obtaining all necessary corporate authorisations and/or approvals necessary for such acceptance, at the Offeror’s sole discretion.
Expected Timetable for the Tender Offer
The expected timetable of events will be as follows:
|Events/Dates||Times and Dates|
Tender Offers announced. Tender Offer Memorandum available to Qualifying Holders upon request from the Tender Agent. Beginning of Tender Offers Period.
|10 November 2015|
Expiration Time and Expiration Date
Deadline for receipt by the Tender Agent of Electronic
Instructions. End of Tender Offers Period.
Qualifying Holders should note that Electronic Instructions must be submitted in accordance with the deadlines of the Clearing Systems, which will be before the Expiration time.
|4.00 p.m. (London time) on 18 November 2015|
|Announcement of the results of the Tender Offers Announcement by the Offeror, following obtaining all necessary corporate authorisations and/or approvals necessary for such acceptance, of whether the Offeror will accept, subject to the Transaction Conditions being waived or satisfied, any Notes pursuant to the Tender Offers, and if so accepted, of the aggregate principal amount of Notes so accepted for purchase, the Purchase Price and the Scaling Factor (if applicable).||19 November 2015|
Settlement of the Tender Offers.
|Expected on 20 November 2015|
The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Memorandum, which will be sent to Qualifying Holders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.
The Offeror has retained J.P. Morgan Securities plc and VTB Capital plc to act as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited to act as Tender Agent for the Tender Offers.
Operational Procedure Description
In order to participate in the Tender Offers, Qualifying Holders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Electronic Instruction that is received by the Tender Agent prior to 4.00 p.m., London time, on 18 November 2015. Electronic Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.
If you need further information about the Tender Offers, please contact any of the Joint Dealer Managers or the Tender Agent.
Any questions or requests relating to the procedures for submitting an Electronic Instruction may be directed to the Tender Agent. A Qualifying Holder may also contact the Joint Dealer Managers or such Qualifying Holder’s custodian for assistance concerning the Tender Offers.
THE JOINT DEALER MANAGERS
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Telephone: +44 20 7134 2468
Attention: Liability Management
VTB Capital plc
London EC3V 3ND
By telephone: +44 203 334 8029
By email: firstname.lastname@example.org
Attention: Global Head of Syndicate
THE TENDER AGENT
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
By telephone: +44 20 7704 0880
By email: email@example.com
Attention: David Shilson
Eurasian Development Bank
12, Krasnopresnenskaya nab.
Build.3 Entr. 9
Fax: +7 727 244 65 70
Attention: Nazira Satbekova, Head of Capital Markets
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The Tender Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the account of benefit of, any U.S. person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the Notes cannot be tendered in the Tender Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Notes in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offers will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States and who is not a U.S. Person.
The communication of this Announcement and/or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are 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 (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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “FPO”); (2) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this Announcement and/or 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.
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this Announcement and/or the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers has 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 Tender Offers. This Announcement and/or the Tender Offer Memorandum and any other document or material relating to the Tender Offers has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
None of the Tender Offers, this Announcement and/or the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Tender 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 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Qualifying Holders can tender some or all of their Notes pursuant to the Tender Offers through authorised 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. 16190 of 29 October 2007, 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 Tender Offers.
Republic of Kazakhstan
The Tender Offers are not being made, directly or indirectly, in the Republic of Kazakhstan, except in compliance with the laws of the Republic of Kazakhstan.
Neither this Announcement and/or 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 Tender Offers will not be accepted from Qualifying Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Joint Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Joint Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Qualifying Holder participating in the Tender Offers will be deemed to give certain other representations generally as set out in “Procedures for Submitting Offers to Sell” in the Tender Offer Memorandum and in respect of the other jurisdictions referred to above. Any tender of Notes for purchase pursuant to the Tender Offers from a Qualifying Holder that is unable to make these representations will not be accepted.