THE REPUBLIC OF SURINAME ANNOUNCES AN INVITATION FOR OFFERS TO TENDER FOR CASH ITS 7.95% CASH/PIK SECURITIES DUE 2033
PARAMARIBO, Suriname, Oct. 23, 2025 /PRNewswire/ -- The Republic of Suriname (the "Republic" or "Suriname"), announced today the commencement of an invitation for each holder to submit offers (the "Offer") to tender for cash of the outstanding securities set forth in the table below (collectively, the "Securities"), upon the terms and subject to the conditions described in the invitation, dated October 23, 2025 (the "Invitation"), to purchase the principal amount of Securities accepted for tender and pay accrued interest with respect to such Securities (the "Purchase Price").
The Invitation will begin on the date hereof and, unless extended or earlier terminated, the Invitation and withdrawal rights will expire at 5:00 p.m., New York time on October 29, 2025 (such time, as may be extended, the "Expiration Deadline"). The settlement of validly tendered and accepted Securities is scheduled to occur on or about November 4, 2025 (the "Settlement Date"). The Republic reserves the right, in its sole discretion, to delay the Settlement Date without extending the Expiration Deadline.
Suriname reserves the right, in its sole discretion, not to accept any or all Offers, to modify the Purchase Price (as set forth in the table below) upon the terms and conditions described in the Invitation, to establish a maximum purchase amount, to accept only a portion of Securities tendered, or to extend or terminate the Invitation with respect to the Securities for any reason. Acceptance of tenders of Securities may be subject to proration if, at the sole discretion of Suriname, Suriname establishes a maximum amount.
The following table sets forth certain terms of the Invitation:
Securities |
|
CUSIPs, ISINs and Common Codes |
|
Principal Amount |
|
Purchase Price(1) |
7.95% Cash/PIK |
|
Rule 144A CUSIP: 86886PAC6 ISIN: US86886PAC68 Regulation S CUSIP: P68788 AC5 ISIN: USP68788AC53 |
|
U.S.$693,770,384.00 |
|
U.S.$1,002.50
|
____________________ |
|
(1) |
Offered as Purchase Price per each U.S.$1,000 principal amount of Securities validly tendered at or prior to the Expiration |
Any holder desiring to submit Offers for Securities should (a) submit through The Depository Trust Company ("DTC") pursuant to DTC's Automated Offer Program ("ATOP"), and (b) request the holder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction. Securities tendered pursuant to the Invitation may only be withdrawn in accordance with the procedures specified under "The Invitation—Irrevocability; Withdrawal Rights," prior to the Withdrawal Deadline, but not thereafter. Suriname is making the Invitation only in those jurisdictions where it is legal to do so. There is no letter of transmittal for the Invitation.
The Republic reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Securities tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Invitation are described in the Invitation, a copy of which may be obtained from Global Bondholder Services Corporation, the information and tender agent (the "Information andTender Agent") for the Offer, at https://www.gbsc-usa.com/suriname, [email protected], by telephone at +1 855-654-2014 (U.S. toll free) and +1 212-430-3774, or in writing at 65 Broadway, Suite 404, New York, NY 10006.
The Republic has engaged BofA Securities, Inc. to act as the dealer manager (the "Dealer Manager") in connection with the Invitation. Questions regarding the terms of the Invitation may be directed to BofA Securities, Inc. by telephone at +1 (646) 855-8988 (collect) or +1 (888) 292-0070 (U.S. Toll-free).
Disclaimer
This announcement is not an offer to purchase or the solicitation of an offer to sell the Securities. The invitation for each holder to submit Offers is only being made pursuant to the Invitation. Holders of Securities should read the Invitation carefully prior to making any decision with respect to tendering Securities because it contains important information.
The materials relating to the Invitation 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. The Invitation does not constitute an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. If materials relating to the Invitation come into the possession of any person, such person is required to inform themselves of and observe all of these restrictions. In any jurisdiction in which the Invitation is required to be made by a licensed broker or dealer and in which the Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Manager or such affiliates on behalf of Suriname. See "Certain Legal Restrictions" and "Jurisdictional Restrictions" in the Invitation.
Suriname will make (or cause to be made) all announcements regarding the Invitation by press release issued to an international news service, which is expected to be PR Newswire or another appropriate international news service, (the "News Service"), and, if required, will subsequently publish such announcement on the website of the Luxembourg Stock Exchange (www.bourse.lu). See "The Invitation – Communications".
NONE OF SURINAME, THE DEALER MANAGER OR THE INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER'S SECURITIES, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SECURITIES, AND, IF SO, MUST DECIDE ON THE PRINCIPAL AMOUNT OF SECURITIES TO TENDER.
Important Notice
The distribution of the Invitation and the transactions contemplated hereby may be restricted by law in certain jurisdictions. Persons into whose possession this Invitation come are required by Suriname and the Dealer Manager to inform themselves of and to observe any of these restrictions. Each person accepting the Invitation shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make an Invitation pursuant to this Invitation (including under the applicable securities laws referenced below), it has not distributed or forwarded this Invitation or any other documents or materials relating to the Invitation to any such person, and it has (before offering the Securities for exchange) complied with all laws and regulations applicable to it for the purposes of its participation in the Invitation.
This Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. Neither Suriname nor the Dealer Manager accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
In any jurisdiction in which the Invitation is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Manager or such affiliates.
European Economic Area
The Invitation is not intended to be offered, or otherwise made available to and should not be offered or otherwise made available to any retail investor in 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"); or (ii) a customer within the meaning of Directive 2016/97/EC (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."). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them or the Invitation available to retail investors in the EEA has been prepared and therefore making the Invitation or offering or selling the Securities or otherwise making them or the Invitation available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
United Kingdom
The Invitation is not intended to be offered, or otherwise made available to and should not be offered or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, 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 domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them or the Invitation available to retail investors in the UK has been prepared and therefore making the Invitation or offering or selling the Securities or otherwise making them or the Invitation available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
The communication of this 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 FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. 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 persons (i) who 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"), (ii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) who are outside the UK, or (iv) 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 or sale of any securities, including this Invitation, may otherwise lawfully be communicated in accordance with the Financial Promotion Order (such persons together being "relevant persons"). Any investment or investment activity to which this 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 this Invitation or these other documents and/or materials or any of its or their contents.
SOURCE The Republic of Suriname

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