Republic Of Uruguay - Announcement Of Tender Offer Results

MONTEVIDEO, Uruguay, Jan. 16, 2019 /PRNewswire/ -- The Republic of Uruguay ("Uruguay") previously announced an offer to purchase for cash (the "Tender Offer") its bonds of each series of Global Bonds listed in the table below (collectively, the "Old Bonds" and each Old Bond, a "series" of Old Bonds), subject to the terms and conditions contained in the Offer to Purchase, dated January 15, 2019 (the "Offer to Purchase").  Uruguay has instructed J.P. Morgan Securities LLC (in such capacity, the "Billing and Delivering Bank"), to accept subject to proration and other terms and conditions contained in the Offer to Purchase, valid Preferred Tenders in aggregate principal amounts of Old Bonds as set forth below.  Capitalized terms used but not defined in this announcement have the respective meanings specified in the Offer to Purchase.

The Non-Preferred Tender Offer and Preferred Tender Offer expired as scheduled at 12:00 noon New York time on January 15, 2019.

The Maximum Purchase Amount is (i) US$0 principal amount for the 2022 Bonds (as defined below), (ii) US$158,609,416 principal amount for the 2024 Bonds (as defined below), and (iii) US$227,988,716 principal amount for the 2027 Bonds (as defined below)

The aggregate principal amount of Preferred and Non-Preferred Tenders of Old Bonds and the aggregate principal amount of Preferred and Non-Preferred Tenders of such Old Bonds that have been accepted are shown in the table below.  No Non-Preferred Tenders have been accepted.  Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.

Holders of Old Bonds held through DTC that have been validly tendered and accepted pursuant to the Tender Offer must deliver their accepted Old Bonds to the relevant Dealer Manager no later than 3:00 p.m., New York time, on the Settlement Date.  Holders of Old Bonds held through Euroclear or Clearstream that have been validly tendered and accepted pursuant to the Tender Offer must deliver their Old Bonds to the Billing and Delivering Bank, at the latest, using the overnight process, one day prior to the Settlement Date and must not use the optional daylight process. The Settlement Date is expected to occur on Tuesday, January 22, 2019, subject to the terms and conditions set forth in the Offer to Purchase. 

Failure to deliver Old Bonds on time may result (i) in the cancellation of your tender and in you becoming liable for any damages resulting from that failure, (ii) in the case of Preferred Tenders (a) in the cancellation of any allocation of New Bonds in the New Bonds Offering in respect of your related Indication of Interest and/or (b) in the cancellation of your tender and in your remaining obligated to purchase your allocation of New Bonds in respect of your related Indication of Interest and/or (iii) in the delivery of a buy-in notice for the purchase of such Old Bonds, executed in accordance with customary brokerage practices for corporate fixed income securities. Any holder whose tender is cancelled will not receive the Purchase Price or Accrued Interest.

All Old Bonds that are tendered pursuant to Tender Orders placed through a Dealer Manager and are accepted as instructed by Uruguay will be purchased by the Billing and Delivering Bank in such amounts as Uruguay shall determine and subject to the terms and conditions of the Offer to Purchase.  Only the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Bonds validly tendered and accepted by Uruguay.  Uruguay will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Old Bonds tendered in the Offer by any holder.  The Billing and Delivery Bank shall only have the obligation to sell to Uruguay the Old Bonds validly tendered and accepted for purchase that the Billing and Delivery Bank has actually purchased pursuant to the Tender Offer on the Settlement Date.  Tender Orders that are not for Permitted Tender Amounts have not been accepted.

Subject to the conditions to settlement of the Tender Offer, Old Bonds accepted for purchase will be settled on a delivery versus payment basis solely with the Billing and Delivering Bank on the Settlement Date, in accordance with customary brokerage practices for corporate fixed income securities.

Uruguay has agreed to apply a portion of the net proceeds of its new bonds offering announced on Tuesday, January 15, 2019 (the "New Bonds Offering") to purchase the Old Bonds accepted pursuant to the Tender Offer from the Billing and Delivering Bank at the applicable Purchase Price plus Accrued Interest.  The Tender Offer is subject to the Dealer Manager Agreement relating to this Offer not being terminated prior to or at the time of the settlement of the Offer.  Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. acted as Dealer Managers for the Tender Offer.  Global Bondholder Services Corporation is the information agent in connection with the Offer ("Information Agent"), and questions regarding the Tender Offer may be directed to the Information Agent or any of the Dealer Managers using the contact information below:

Important Notice

This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Tender Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.

The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions.  Each of the New Bonds Offering and the Tender Offer is made only in those jurisdictions where it is legal to do so.  The New Bonds Offering and the Tender are void in all jurisdictions where they are prohibited.  If materials relating to the New Bonds Offering or 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 New Bonds Offering and the Tender Offer 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 New Bonds Offering or the Tender Offer 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 New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

In any EEA Member State this announcement is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Directive.

The New Bonds have not been registered with the Comisión Nacional de Valores and may not be offered publicly in Argentina. The New Bonds may not be publicly distributed in Argentina. Neither the issuer nor the underwriters will solicit the public in Argentina in connection with the New Bonds Offering.

The New Bonds have not been and will not be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets. The issuance of the New Bonds has not been nor will be registered with the Securities Commission of Brazil (Comissão de Valores Mobiliários, or "CVM"). Any public offering or distribution, as defined under Brazilian laws and regulations, of the New Bonds in Brazil is not legal without prior registration under Law No. 6,385/ of December 7, 1976, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended. Documents relating to the New Bonds Offering, as well as information contained therein, may not be supplied to the public in Brazil (as the New Bonds Offering is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of the New Bonds to the public in Brazil. Therefore, each of the underwriters has represented, warranted and agreed that it has not offered or sold, and will not offer or sell, the New Bonds in Brazil, except in circumstances which do not constitute a public offering, placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian laws and regulations. Persons wishing to offer or acquire the New Bonds within Brazil should consult with their own counsel as to the applicability of registration requirements or any exemption therefrom.

With respect to persons in Hong Kong, the New Bonds Offering and the Tender Offer are only made to, and are only capable of acceptance by, "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder.  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 New Bonds, Old Bonds or the Tender Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong other than with respect to the Old Bonds which are or are intended to be tendered, or New Bonds which are intended to be purchased, only by persons outside Hong Kong or only by "professional investors" as defined in the SFO and any rules made under thereunder.

In the Netherlands, the New Bonds may not be offered or sold, directly or indirectly, other than to qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Neither the communication of this announcement nor any other offer material relating to the New Bonds Offering and the Tender Offer has been approved, by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (as amended, "the FSMA").  This announcement is only being distributed to and is only directed: at (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Order; persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such other persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is 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 this announcement or any of its contents.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS ANNOUNCEMENT AND SHOULD BE DISREGARDED.  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS ANNOUNCEMENT BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SOURCE Republic of Uruguay