Republic Of Uruguay - Announcement Of Tender Offer Results

MONTEVIDEO, Uruguay, June 25, 2020 /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 Wednesday, June 24, 2020 (the "Offer to Purchase"). Uruguay has instructed HSBC Securities (USA) Inc. (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 and non-preferred tenders in aggregate principal amounts of Old Bonds as set forth below.

The Tender Offer expired, as scheduled, on Wednesday, June 24, 2020, at 12:00 noon New York time for non-preferred tenders and at 2:00p.m. New York time for preferred tenders.

The maximum purchase amount is (i) Ps.2,220,459,000 principal amount for the 2027 UI Bonds (as defined below), (ii) Ps.6,976,291,729 principal amount for the 2028 UI Bonds (as defined below) and (iii) Ps.0 principal amount for the 2030 UI 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. Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.

In accordance with the Offer to Purchase, the purchase price to be paid for each Ps.1,000 principal amount of each series of Old Notes accepted pursuant to the Tender Offer will be the fixed price specified in the table below (the "Purchase Price").

⁽¹⁾ The nominal principal amount of Old Bonds validly tendered and accepted will be adjusted by a factor (the "Adjustment UI Factor") to reflect the increase of the UI Index from the issuance date of the Old Bonds to the Settlement Date, which is expected to be Wednesday, July 1, 2020. As of the expected Settlement Date, (i) the Adjustment UI Factor for the 2027 UI Bonds would be 2.84068044631425, which is the ratio of 4.6590, the value of the UI index at the Settlement Date, over 1.6401, the value of the UI index at the time of the issuance of the 2027 UI Bonds, (ii) the Adjustment UI Factor for the 2028 UI Bonds would be 2.01505125210847, which is the ratio of 4.6590, the value of the UI index at the Settlement Date, over 2.3121, the value of the UI index at the time of the issuance of the 2028 UI Bonds, and (iii) the Adjustment UI Factor for the 2030 UI Bonds would be 2.56934870126289, which is the ratio of 4.6590, the value of the UI index at the Settlement Date, over 1.8133, the value of the UI index at the time of the issuance of the 2030 UI Bonds.  The Purchase Price of the Old Bonds shall be converted into U.S. dollars at an exchange rate of Ps. 42.816 to US$1.00, which represents the average, interbank exchange rate for the conversion of Uruguayan pesos into U.S. dollars as published by Banco Central and which is available on Bloomberg by typing "USDUYU CBUY <CRNCY> HP <GO>" as the bid-side rate for the period of twenty business days ending one business day prior to the date of the Offer Document.

⁽²⁾  The principal amount of the 2027 UI Bonds outstanding, as adjusted by the Adjustment UI Factor is Ps. 34,425,783,794 as of the date hereof.

⁽³⁾  The principal amount of the 2028 UI Bonds outstanding, as adjusted by the Adjustment UI Factor is Ps. 80,082,160,388 as of the date hereof.

⁽⁴⁾  The principal amount of the 2030 UI Bonds outstanding, as adjusted by the Adjustment UI Factor is Ps. 37,592,146,238 as of the date hereof.

Holders of Old Bonds held through the Depository Trust Company ("DTC") that have been validly tendered and accepted pursuant to the Tender Offer must deliver their accepted Old Bonds to the relevant Dealer Manager (as defined below) no later than 3:00 p.m., New York time, on the Settlement Date. Holders of Old Bonds held through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, société anonyme ("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 Wednesday, July 1, 2020 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 Uruguay's issuance of its new Peso-denominated Global UI Bonds (the "New Bonds") in the New Bonds Offering (as defined below) 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 Tender 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 Wednesday June 24, 2020 (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 Tender Offer not being terminated prior to or at the time of the settlement of the Tender Offer. Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc. acted as Dealer Managers for the Tender Offer. DF King & Co., Inc. is the information agent in connection with the Tender 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 Offer 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."

Stabilization/FCA

In relation to each Member State of the European Economic Area and the United Kingdom, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). This announcement is only being distributed to and is only directed: at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any New Bonds will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Bonds 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.

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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 The Republic of Uruguay