Republic of Trinidad and Tobago Announces Cash Tender Offer

PORT OF SPAIN, Trinidad and Tobago, Jan. 16, 2026 /PRNewswire/ -- The Republic of Trinidad and Tobago ("Trinidad and Tobago") announced today the commencement of an offer to purchase for cash (the "Tender Offer") its outstanding 4.500% Notes due 2026, (the "Old Notes"), as provided in the table below, in an aggregate amount based on a maximum aggregate purchase price that will be determined by Trinidad and Tobago in its sole discretion (the "Maximum Purchase Amount") on the terms and subject to the conditions set forth in the offer to purchase dated the date hereof (the "Tender Offer Document").

The Tender Offer will be subject to the terms and conditions set forth in the Tender Offer Document, including the pricing and closing of a new notes offering, in a principal amount and on terms and conditions acceptable to Trinidad and Tobago.

The price payable per U.S.$1,000 principal amount of Old Notes tendered by holders and accepted pursuant to the Tender Offer (the "Purchase Price") during the tender period is provided in the table above.

Holders whose Old Notes are validly tendered and accepted for purchase pursuant to the Tender Offer will also receive an amount in cash equal to any accrued and unpaid interest ("Accrued Interest") on their Old Notes up to (but excluding) the Settlement Date (as defined below).

Holders tendering Old Notes may obtain a priority allocation code (the "Priority Allocation Code") by contacting either of the Dealer Managers and should include their Priority Allocation Code in their tender instructions submitted in accordance with the procedures described in the Tender Offer Document. Tendering holders who wish to subscribe for new notes should include their Priority Allocation Code when subscribing for new notes. Trinidad and Tobago will review tenders received on or prior to the Expiration Deadline (as defined below) and may give priority to those investors tendering with a Priority Allocation Code in connection with the allocation of new notes. However, no assurances can be given that any holder that tenders Old Notes will be given an allocation of new notes corresponding to the amount it wishes to subscribe for, or at all.

THE TENDER OFFER WILL COMMENCE AT OR AROUND 8:00 A.M., NEW YORK CITY TIME, ON JANUARY 16, 2026. THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 23, 2026 (SUCH DATE AND TIME, THE "EXPIRATION DEADLINE"), UNLESS EXTENDED OR EARLIER TERMINATED.

The Tender Offer is not conditioned upon any minimum participation of Old Notes. Trinidad and Tobago reserves the right, in its sole discretion, to prorate the Old Notes, and not to accept some or all tenders and to terminate the Tender Offer for any reason. The Maximum Purchase Amount as of a given time shall be the amount determined by Trinidad and Tobago in its sole discretion prior to the Settlement Date.

Old Notes tendered pursuant to the Tender Offer may only be withdrawn prior to the Withdrawal Deadline (which is 5:00 p.m., New York City time, on January 23, 2026), but not thereafter.

Payment for Old Notes accepted for purchase shall be made on a date promptly following the Expiration Deadline (the "Settlement Date") by Trinidad and Tobago depositing or causing the deposit of the Purchase Price and of Accrued Interest, in each case, for all accepted Old Notes in immediately available funds with The Depositary Trust Company ("DTC"), which will act as agent for tendering Holders for the purpose of receiving the applicable Purchase Price, inclusive of Accrued Interest, and transmitting such Purchase Price (and Accrued Interest) to such Holders.

Trinidad and Tobago is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is void in all jurisdictions where the Tender Offer is prohibited. If materials relating to the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Tender Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where the Tender Offer or solicitations are not permitted by law.

FURTHER INFORMATION

For copies of the Tender Offer Document, contact the Information Agent for the Tender Offer as follows:

Global Bondholder Services Corporation 65 Broadway - Suite 404
New York, NY 10006 United States of America
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (855) 654-2014 Email: [email protected]
https://www.gbsc-usa.com/t_t/ 

DISCLAIMER

The Tender Offer Document is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Tender Offer Document. Persons into whose possession any materials come are required by Trinidad and Tobago, the Dealer Managers and the Information Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Tender Offer is made solely pursuant to the Tender Offer Document dated the date hereof.

THE TENDER OFFER IS NOT BEING MADE, AND THE TENDER OFFER DOCUMENT HAS NOT BEEN APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA"). THE TENDER OFFER DOCUMENT IS FOR DISTRIBUTION ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE ORDER, (III) ARE PERSONS FALLING WITHIN ARTICLE 43 OF THE ORDER, (IV) ARE OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) IN CONNECTION WITH THE ISSUE, PURCHASE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THE TENDER OFFER DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFER DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement must be read in conjunction with the applicable Tender Offer Document. This announcement and the Tender Offer Document contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Old Notes is in any doubt as to the action it should take, it is recommended that such holder seeks its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. None of Trinidad and Tobago, the Dealer Managers or the Information Agent makes any recommendation as to whether holders of Old Notes should tender Old Notes or participate in the Tender Offer.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Trinidad and Tobago assumes no obligation to update or correct the information contained in this announcement.

SOURCE The Republic of Trinidad and Tobago