REPUBLIC OF URUGUAY - ANNOUNCEMENT OF TENDER OFFER RESULTS

MONTEVIDEO, Uruguay, Feb. 7, 2025 /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 Thursday, February 6, 2025 (the "Offer to Purchase"). Uruguay has instructed J.P. Morgan Securities LLC (in such capacity, the "Billing and Delivery 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 per series as set forth below.

The Tender Offer expired, as scheduled, on Thursday, February 6, 2025, at 12:00 noon New York time for non-preferred tenders and at 2:00 p.m. New York time for preferred tenders.

The maximum purchase amount is (i) US$108,136,714 principal amount for the 2027 USD Bonds (as defined below) and (ii) US$195,496,834 principal amount for the 2031 USD Bonds (as defined below). Since the aggregate purchase price of all preferred tenders for the 2027 USD Bonds does not exceed the maximum purchase amount, all preferred tenders of such series validly tendered pursuant to the Tender Offer have been accepted for purchase, and, accordingly, there will be no proration among the preferred tenders of such series.  Since the aggregate purchase price of all preferred tenders for the 2031 USD Bonds exceeds the maximum purchase amount for such series, such preferred tenders will be subject to proration based on a proration factor of 64.54%, so that the aggregate purchase price of all tender orders validly tendered pursuant to the Tender Offer and accepted by the Republic does not exceed the maximum purchase amount. No non-preferred tenders have been accepted.

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 per US$1,000 principal amount of the 2027 USD Bonds and 2031 USD Bonds tendered and accepted pursuant to the Tender Offer will be equal to the fixed price indicated in the table below.

⁽¹⁾        In addition, investors will receive Accrued Interest, as described below.

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 Delivery 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, February 11, 2025, 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 new Global USD Bonds maturing in 2037 (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 Delivery Bank in such amounts as Uruguay shall determine and subject to the terms and conditions of the Offer to Purchase. Subject to the terms and conditions of the Offer to Purchase, only the Billing and Delivery Bank will be liable for the payment of the purchase price and accrued interest for Old Bonds validly tendered and accepted by Uruguay as described in the Offer to Purchase. 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 Delivery 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 Thursday, February 6, 2025 (the "New Bonds Offering") to purchase the Old Bonds accepted pursuant to the Tender Offer from the Billing and Delivery Bank at the applicable purchase price plus accrued interest in accordance with the Offer to Purchase. The Tender Offer is subject to the underwriting agreement relating to the New Bonds Offering and 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. BBVA Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as Dealer Managers for the Tender Offer. Morrow Sodali International LLC, trading as Sodali & Co, 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

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in any Member State of the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore any offering or selling of any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) an investor who is not a qualified investor as defined in Article 2 of the UK Prospectus Regulation, and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities. Consequently, no key information document required by the PRIIPs Regulation, as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"), for offering or selling securities or otherwise making them available to retail investors in the UK has been prepared and therefore any offering or selling of securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The expression "UK Prospectus Regulation" means the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA.

Neither this communication nor any other offer material relating to the Tender Offer is being made, and this communication has not been approved, by an authorized person for the purposes of section 21 of the FSMA. This announcement is for distribution only to persons who (i) are outside the UK; (ii) 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 "Financial Promotion Order"); (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue 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"). 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.      

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

SOURCE The Republic of Uruguay