Source - RNS
RNS Number : 0086K
State of Montenegro
05 April 2018
 

STATE OF MONTENEGRO
REPRESENTED BY THE GOVERNMENT OF MONTENEGRO,
ACTING BY AND THROUGH ITS MINISTRY OF FINANCE
ANNOUNCES INVITATIONS FOR OFFERS TO SELL NOTES FOR CASH

LEI: 747800V014106FYLL014

5 April 2018

The State of Montenegro represented by the Government of Montenegro, acting through its Ministry of Finance (the "Issuer") hereby announces invitations to holders (subject to jurisdictional restrictions as described below) of the €280,000,000 5.375 per cent. Notes due 2019 (of which €280,000,000 principal amount is currently outstanding, the "2019 Notes"), the €500,000,000 3.875 per cent. Notes due 2020 (of which €500,000,000 principal amount is currently outstanding, the "2020 Notes") and the €300,000,000 5.750 per cent. Notes due 2021 (of which €300,000,000 principal amount is currently outstanding, the "2021 Notes" and together with the 2019 Notes and the 2020 Notes, the "Notes") to submit offers ("Offers" and each series of Notes, a "Series") to sell their Notes to the Issuer for cash. The invitations (the "Invitations") by the Issuer to holders of Notes contained in the tender offer memorandum dated 5 April 2018 (the "Tender Offer Memorandum") constitute a separate Invitation with respect to each Series and the term "Invitation" shall, where the context so admits, be construed accordingly.

Whether the Issuer will accept for purchase Notes validly tendered in the Invitations is subject to the successful completion (in the sole and absolute determination of the Issuer) of the issue of the euro-denominated fixed rate securities that the Issuer announced its intention to issue on the date of this announcement and the Tender Offer Memorandum (the "New Notes"), on terms satisfactory to the Issuer (in its sole discretion), in order to enable it to finance, in whole or in part, the Purchase Price and Accrued Interest (as defined below) for the Notes validly tendered and accepted for purchase in the Invitations (the "New Issue Condition"). The Issuer reserves the right to waive the New Issue Condition in its sole and absolute discretion.

The Purchase Price the Issuer will pay in respect of Notes of each Series accepted for purchase pursuant to the Invitations will be €1,053.75.00 per €1,000 principal amount of the 2019 Notes, €1,050.00 per €1,000 principal amount of the 2020 Notes and €1,110.00 per €1,000 principal amount of the 2021 Notes (together, the "Purchase Price"), as described in the Tender Offer Memorandum. The Issuer will also pay Accrued Interest in respect of such Notes.

The Invitations are made on the terms and subject to the conditions contained in the Tender Offer Memorandum. Capitalised terms used in this announcement have the meanings ascribed to them in the Tender Offer Memorandum.

Description of the Notes

ISIN

Aggregate Principal Amount Outstanding

Purchase Price

Amount Subject to the Invitations/Maximum Acceptance Amount

€280,000,000 5.375 per cent. Notes due 2019  (the "2019 Notes")

XS1069342407 / XS1069342746

€280,000,000

€1,053.75 per €1,000 principal amount

Subject as set out herein, an aggregate principal amount of Notes of up to €400,000,000

€500,000,000 3.875 per cent. Notes due 2020  (the "2020 Notes")

 XS1205717702 / XS1205720169

€500,000,000

€1,050.00 per €1,000 principal amount

€300,000,000 5.750 per cent. Notes due 2021 (the "2021 Notes")

XS1377508996 / XS1377511511

€300,000,000

€1,110.00 per €1,000 principal amount

Rationale

The purpose of the Invitations is to proactively manage the Issuer's upcoming debt redemptions and to extend the debt maturity profile of the Issuer. In addition, the Issuer announced today its intention to issue the New Notes. Part of the proceeds from the issue of the New Notes will be used for purchasing the Notes in the Invitations. Notes purchased by the Issuer pursuant to the Invitations will be cancelled and will not be re-issued or re-sold.

Maximum Acceptance Amount and Final Acceptance Amount

The Issuer proposes to accept for purchase pursuant to the Invitations an aggregate amount of up to €400,000,000 in principal amount of the Notes (the "Maximum Acceptance Amount"), although the Issuer reserves the right, in its sole and absolute discretion, to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Invitations (the final amount accepted for purchase pursuant to the Invitations being the "Final Acceptance Amount") and such Final Acceptance Amount shall not be greater than the aggregate principal amount of any New Notes which may be issued.

The Issuer will determine the allocation of the Final Acceptance Amount between each Series in its sole and absolute discretion, and reserves the right in its sole and absolute discretion not to accept any Offers, not to purchase Notes of any Series, irrespective of whether it purchases Notes of any other Series.

Scaling

If the Issuer accepts any Notes of a Series for purchase pursuant to the relevant Invitation and the aggregate principal amount of the valid Offers of Notes of such Series is greater than the relevant Series Acceptance Amount, the Issuer intends to accept such Notes for purchase (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) on a pro rata basis such that the aggregate principal amount of such Notes accepted for purchase is no greater than the relevant Series Acceptance Amount.

Priority Acceptance

The Issuer will prioritise for acceptance in the relevant Invitation(s) those Notes in such Series which have been Offered pursuant to a valid Electronic Tender Offer and Priority Allocation Instruction. Such priority will be given in respect of an aggregate principal amount of the Notes represented by an Electronic Tender Offer and Priority Allocation Instruction which is equal to the aggregate principal amount of New Notes subscribed for by, and allocated to, the relevant Noteholder in the allocation of the New Notes.

Total Tender Consideration - Cash Payable to Noteholders

If the Issuer decides to accept valid offers of Notes pursuant to the relevant Invitation, the Issuer will, subject to the conditions described in the Tender Offer Memorandum, pay, for the Notes in each Series accepted by it for purchase pursuant to the Invitations, an amount in euro (for each €1,000 principal amount of Notes accepted for purchase, rounded to the nearest €0.01, with €0.005 rounded upwards) equal to the sum of:

·        the Purchase Price; and

·        the Accrued Interest, payable in cash in euro.

Participating in the Invitations

To tender Notes pursuant to the Invitations, a Holder should deliver, or arrange to have delivered on its behalf, through the relevant clearing system and in accordance with the requirements of such clearing system, a valid Electronic Tender Offer Instruction that is received by the Tender Agent by the Expiration Time.

Electronic Tender Offer Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than the minimum denomination of each Series (being €100,000), and may thereafter be submitted in integral multiples of €1,000.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary must receive instructions to participate in the Invitations before the deadlines specified in the timeline below.

Expected Transaction Timeline

5 April 2018 ("Launch Date")

Commencement of the Invitations

Invitations announced. Tender Offer Memorandum available from the Tender Agent. Allocation Codes available by contacting a Joint Dealer Manager.

4.00 p.m. London time, 11 April 2018 ("Expiration Time")

Expiration Time

Final deadline for receipt by the Tender Agent of valid Offers in order for Noteholders to be able to participate in the Invitations (unless extended or previously terminated).

At or around 9.00 a.m. London time on 12 April 2018

Announcement of Indicative Results

Announcement by the Issuer of  a non-binding indication  of the aggregate principal amounts of Notes tendered per Series.

On or about 12 April 2018 (the "Final Results Announcement Date")

Announcement of Final Results

Announcement by the Issuer of (i) its decision of whether to accept (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) valid Offers pursuant to the Invitations and, if so accepted, (ii) the Final Acceptance Amount, (iii) each Series Acceptance Amount (including for each Series, the amount of Notes accepted which benefitted from Notes Priority and the amount of Notes accepted which did not benefit from Notes Priority) and (iv) any Scaling Factor(s) (if applicable).

Expected to be on 19 April 2018, being five Business Days after the Final Results Announcement Date, or as soon as practicable thereafter (the "Settlement Date")

Settlement

Subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date, the expected Settlement Date for the Invitations being the date on which payment of the relevant Purchase Price (together with Accrued Interest) is made in respect of the Notes accepted for purchase pursuant to the Invitations.

The Issuer will make (or cause to be made) all of the foregoing announcements in accordance with applicable law (i) by delivery of notices to the Clearing Systems for communication to Direct Participants and/or (ii) on a recognised financial news service or services (e.g. Reuters/Bloomberg) and/or (iii) via the website of the Frankfurt Stock Exchange and/or (iv) through the regulatory news service of the London Stock Exchange or such other regulatory information service as the Issuer may determine.

The above times and dates are subject to the right of the Issuer, acting in its sole and absolute discretion, to extend, re-open, amend, and/or terminate any Invitation (subject to applicable law and as provided in this Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, any Invitation before the deadlines specified in this Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Tender Offer Instructions will be earlier than the relevant deadlines specified above.

For further information:

A complete description of the terms and conditions of the Invitations is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

The Joint Dealer Managers:

Deutsche Bank AG, London Branch
Telephone: +44 (0) 20 7545 8011
Attention: Liability Management Group

Erste Group Bank AG
Telephone: +43 50100 87492
Attention: Fixed Income Syndicate Desk
Fax: +43 (0) 5 0100 987492
Email: FISyndicate0604@erstegroup.com

Société Générale
In London:
Telephone: +44 20 7676 7680
Attention: Liability Management
Email: [email protected]

In the United States:
Toll-free: +1 (855) 881 2108
Collect: +1 (212) 278 6964

The Tender Agent:

Citibank, N.A., London Branch
Tel: +44 (0) 20 7508 3867
Email: [email protected]

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

The Joint Dealer Managers do not take responsibility for the contents of this announcement and none of the Issuer, the Joint Dealer Managers, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitations, or any recommendation as to whether Holders should tender Notes in the Invitations. This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to acquire any Notes is being made pursuant to this notice. Any such invitations are only being made in the Tender Offer Memorandum and any such acquisition or acceptance of the Invitations should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information, which should be read carefully before any decision is made with respect to the Invitations. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

This announcement is released by State of Montenegro and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Invitations described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Dragan Darmanovic (General Director for State Treasury) at Ministry of Finance of Montenegro.

Jurisdictional Restrictions

General

This Announcement and the Tender Offer Memorandum do not constitute an offer to buy Notes or a solicitation of an offer to sell the Notes, and tenders of Notes in the Offers will not be accepted from holders of Notes, in any jurisdiction 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 any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Invitation shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

United Kingdom

The communication of this Announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitations 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 may be exempt from the restriction on financial promotions under section 21 of the FSMA pursuant to Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), or to other or on the basis that any such communication is only directed at and may only be communicated to persons to whom it these documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order.

Italy

None of the Tender Offer Memorandum, this Announcement or any other documents or materials relating to the Invitations have been or will be submitted to the clearance procedure of CONSOB pursuant to Italian laws and regulations. The Invitations are being carried out in the Republic of Italy ("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 (the "Issuers' Regulation"). The Invitations are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders of the Notes located in Italy can tender Notes 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 Invitations.

France

The Invitations are not being made, directly or indirectly, to the public in France. Neither this Announcement, the Tender Offer Memorandum nor any other offering material or information relating to the Invitations have 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) acting for their own account, 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 Invitations. Neither this Announcement, the Tender Offer Memorandum nor any other offering material or information relating to the Invitations has been submitted to the clearance procedures (visa) of the Autorité des Marchés Financiers.

Switzerland

These Invitations do not constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.

 

 


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