Government of Jamaica Announces an Invitation for Offers to Purchase for Cash its 2019 Notes, 2021 Notes, 2022 Notes and 2025 Notes

KINGSTON, Jamaica, Aug. 8, 2017 /PRNewswire/ --

Invitation for Offers

The Government of Jamaica ("Jamaica") announced today the commencement of an invitation for offers to purchase for cash (the "Invitation") notes of each series listed in the table below (collectively, the "Old Notes", and each series thereof a "series" of Old Notes) such that the aggregate Purchase Price (as defined below) to be paid for the outstanding principal amount of the Old Notes validly tendered and accepted for purchase pursuant to the Invitation is equal to a maximum purchase amount to be determined by Jamaica in its sole discretion (the "Aggregate Purchase Price"). The terms and conditions of the Invitation are set forth in the material dated Tuesday, August 8, 2017 (the "Invitation Material").

The Invitation is not conditioned upon any minimum participation of any series of Old Notes but is conditioned, among other things, on the pricing and closing of an international capital markets transaction in an amount acceptable to Jamaica.

The Invitation will commence on Tuesday, August 8, 2017 and will expire at 5:00 p.m., New York City time, on Monday, August 14, 2017 (the "Expiration Time") unless extended or earlier terminated by Jamaica in its sole discretion.  Old Notes may be validly withdrawn at any time at or prior to the Expiration Time.  The settlement of validly tendered and accepted Old Notes is scheduled to occur on Friday, August 18, 2017 (the "Settlement Date").  The purchase price for the Old Notes of each series validly tendered and accepted pursuant to the Invitation will be the fixed price indicated in the table below per each original U.S.$1,000 principal amount of Old Notes (the "Purchase Price").  Holders whose Old Notes are validly tendered and accepted for purchase will also receive any accrued and unpaid interest on such Old Notes up to (but excluding) the Settlement Date.

Eligible holders of Old Notes must tender Old Notes by requesting that the direct participant through which the holder holds its Old Notes submit, at or prior to the Expiration Time, such holder's offer to tender their Old Notes (an "Offer"), by properly instructing The Depository Trust Company, Inc. ("DTC"), Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking Luxembourg, société anonyme ("Clearstream, Luxembourg"), as applicable, in accordance with the procedures and deadlines established by such clearing system.  Any holder that holds Old Notes through a custodian cannot submit an Offer directly and should instead contact its custodian to instruct the direct participant to submit an Offer on its behalf.  There is no letter of transmittal for the Invitation.  The acceptance of any Offers forwarded to DTC from Euroclear or Clearstream, Luxembourg after the Expiration Time will be in the sole discretion of Jamaica.

The total purchase price (the "Total Purchase Price") for an amount of Old Notes tendered will equal the original principal amount of such Old Notes, multiplied by the Purchase Price, and then multiplied by the Factor, plus accrued and unpaid interest on such Old Notes to (but excluding) the Settlement Date.  If the Total Purchase Price for all validly tendered Old Notes, not including accrued and unpaid interest (the "Tendered Principal Purchase Price") would exceed the Aggregate Purchase Price, Jamaica will, in its sole discretion, select one or more series of Old Notes to be prorated on the basis of the same or different proration factors.  If Jamaica accepts all or a portion of a holder's Offer of Old Notes of any series, the holder will be entitled to receive for such Old Notes the applicable Total Purchase Price, which will be paid on the Settlement Date, if the conditions of the Invitation are met.

Jamaica reserves the right, in its sole discretion, not to accept any or all Offers, to modify the Purchase Price for any or all series of Old Notes in accordance with the terms and conditions described in the Invitation Material, or to terminate the Invitation for any reason. In the event of a termination of the Invitation, the tendered Old Notes will be returned to the holder. 

The Invitation Material may be downloaded from website of Global Bondholder Services Corporation (the "Information and Tender Agent") at http://gbsc-usa.com/Jamaica/ or obtained from the Information and Tender Agent, Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 (Tel. (212) 430-3774, or toll free (866) 470-3900) Attention: Corporate Actions, or from any of the Dealer Managers.

The Dealer Managers for the Invitation are:

Questions regarding the Invitation may be directed to the Dealer Managers at the above contact information.

Contact information:

Global Bondholder Services Corporation
Attention:  Corporate Actions
65 Broadway – Suite 404
New York, NY 10006
Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (866) 470-3900
website:  http://gbsc-usa.com/Jamaica/

Important Notice

The distribution of materials relating to the Invitation and the transactions contemplated thereby may be restricted by law in certain jurisdictions.  The Invitation and any of the transactions contemplated thereby are void in all jurisdictions where they are prohibited.  If materials relating to the Invitation or any of the transactions contemplated thereby come into your possession, you are required by Jamaica to inform yourself of and to observe all of these restrictions.  The materials relating to the Invitation and the transactions contemplated thereby, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Invitation in accordance with the terms thereof are referred to as "holders."

This announcement is for informational purposes only. This announcement is not an invitation for offers to purchase for cash or a solicitation of invitations for offers to purchase for cash any Old Notes.  Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.  If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and a Dealer Manager or its respective affiliate is such a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by a Dealer Manager or affiliate in such jurisdiction.

The distribution of the Invitation Material in certain jurisdictions may be restricted by law.  Persons into whose possession the Invitation Material comes are required by Jamaica, the Dealer Managers, and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions as set out in the "Jurisdictional Restrictions" section of the Invitation Material.

European Economic Area

In any European Economic Area Member State (each a "Member State"), this announcement and the Invitation is only addressed to and is only directed at qualified investors in that Member State within the meaning of Directive 2010/73/EU, together with any applicable implementing measures in any Member State, the "Prospectus Directive."

Belgium

The Invitation will not constitute a public offering within the meaning of Articles 3, §1, 1° and 6 of the Belgian Law of April 1, 2007 on takeover bids (the "Takeover Law").  The Invitation will be exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and any material relating to the Invitation has not been, and will not be, approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten).  The Invitation as well as the Invitation Material may only be advertised, offered or distributed in any way, directly or indirectly, to any persons located and/or resident in Belgium who qualify as "Qualified Investors" as defined in Article 10, §1 of the Belgian Law of June 16, 2006 on public offering of securities and admission of securities to trading on a regulated market and as referred to in Article 6, §3, 1° of the Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Takeover Law.

France

The Invitation has not been offered nor will be offered, directly or indirectly, to the public in France; the materials relating to the Invitation have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; and only qualified investors (investisseurs qualifiés), as defined in Articles L. 411‑2 and D. 411‑1, of the French Code monétaire et financier who are acting for their own account and are not individuals and the other legal entities referred to in Articles L. 341‑2 1° and D. 341‑1 of the French Code monétaire et financier are eligible to participate in the Invitation.  The Invitation has not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorité des marchés financier.

Germany

The Invitation does not constitute an offer of securities or the solicitation of an offer of securities to the public in Germany under the Securities Prospectus Act (Wertpapierprospektgesetz). Accordingly, the Invitation has not been submitted for approval and has not been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) or any other German public authority.

Hong Kong

With respect to persons in Hong Kong, the Invitation is only made to, and is only capable of acceptance by, professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder ("professional investors").  No person or entity may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Old Notes or the Invitation, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong, including in circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) other than with respect to Old Notes which are or are intended to be tendered only by persons outside Hong Kong or only by "professional investors" as defined in the SFO and any rules made thereunder.

Italy

None of this announcement, the Invitation, or any other documents or materials related to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, the Invitation may not be promoted, and copies of this announcement may not be delivered, to Holders resident or located in Italy, other than (i) to qualified investors (investitori qualificati) (as defined in Article 26, paragraph 1, letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation")), pursuant to Article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of May 14, 1999, as amended, or (ii) in any other circumstances where an express exemption from compliance with the restrictions on public offers to purchase applies.

Holders or beneficial owners of the Old Notes may tender their Old Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Italian Legislative Decree No. 58 of February 24, 1998, as amended, the Intermediaries Regulation and Italian Legislative Decree No. 385 of September 1, 1993, each as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.

This announcement and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason.  No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.

Jamaica

This announcement has not been and is not required to be registered with the Financial Services Commission pursuant to the Jamaican Securities Act.  No purchase of any securities in connection with this Invitation can be completed in Jamaica unless the purchase is made by or through a securities dealer registered with the Financial Services Commission or an exempt dealer (being a bank). However, Jamaican law does not prevent a Jamaica resident from selling securities outside the jurisdiction.

Luxembourg

In Luxembourg, this announcement has been prepared on the basis that the Invitation will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to produce a prospectus for offers of securities.

Switzerland

The Invitation is made in Switzerland on the basis of a private offer, not as a public offering.  Neither this document nor any other offering or marketing material relating to the Invitation constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this document nor any other offering or marketing material relating to the Invitation may be publicly distributed or otherwise made publicly available in Switzerland.

United Kingdom

The communication of this announcement, the Invitation and any other offer material relating to the Invitation are 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 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 (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom these documents and/or materials may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such other persons together being referred to as "relevant persons").  Any investment or investment activity to which the Invitation or these other documents and/or materials relate are available only to relevant persons and will be engaged in only with relevant persons.  Any person who is not a relevant person should not act or rely on the Invitation or these other documents and/or materials or any of its or their contents.

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SOURCE Government of Jamaica

Related Links

http://gbsc-usa.com/Jamaica