top of page

Government of Mongolia - Tender Offer - Launch

Offer to repurchase for cash any and all of US$ 8.750% Bonds due 2024 - USY6142NAA64/ Y6142NAA6 and US60937LAA35/ 60937LAA3

20 NOVEMBER 2023


Full announcement, including disclaimers and offer/distribution restrictions available via SGX Group


...






...


"Purpose of Offer


The purpose of the Offer is to extend the maturity profile of a portion of the Government’s external indebtedness. The Government believes that the Offer provides an opportunity for Bondholders (by tendering their Bonds for purchase by the Government) to gain liquidity with respect to the Bonds that might not otherwise be available to such Bondholders."


...


 

****PREVIOUS GOVERNMENT OF MONGOLIA OFFERS BELOW****


 

Announcement of Settlement


23 JANUARY 2023


Full announcement available via SGX.


"The Government of Mongolia (the “Government”) refers to its announcements on January 9, 2023, January 10, 2023 and January 16, 2023 in connection with its offers (the “Offers”) (i) to purchase for cash any and all of the 2023 Notes; (ii) subject to the Maximum Exchange Acceptance Amount, to exchange 2023 Notes for New Notes; (iii) subject to the Maximum Exchange Acceptance Amount, to exchange 2024 Notes for New Notes; and (iv) to purchase for cash up to the Maximum 2024 Tender Acceptance Amount of 2024 Notes; held by Eligible Holders, for, at the election of each Eligible Holder, the relevant Offer Consideration. The Offers expired as scheduled at 5:00 p.m. (New York Time) on January 19, 2023. All capitalized terms used but not defined in this announcement have the respective meanings specified in the exchange and tender offer memorandum dated January 9, 2023, as amended by the Government’s announcements on January 10, 2023 and January 16, 2023, which is available, subject to eligibility and registration, on the Offer Website: https://projects.morrowsodali.com/mongolia. The Settlement Date occurred on January 23, 2023. The aggregate principal amount of Old Notes that were repurchased or exchanged for New Notes (as applicable) in the Offers and cancelled effective January 23, 2023 are set forth in the table below. "



 

Announcement of Results of the Offers and Maximum 2024 Tender Acceptance Amount


20 JANUARY 2023


Full announcement available via SGX.


"Announcement of Results of the Offers and Maximum 2024 Tender Acceptance Amount


The Maximum 2024 Tender Acceptance Amount as determined by the Government in its sole discretion is

US$49,300,000. In the Exchange Offers, the Government has determined in its sole discretion to accept

US$158,137,000 2024 Notes validly tendered for exchange and US$39,542,000 2023 Notes validly tendered for

exchange. Accordingly, the aggregate principal amount of tendered Old Notes that have been accepted to be

repurchased or exchanged (as applicable) in the Offers and the applicable proration factors are set forth in the

table below."


"The US$200,000,000 aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers

will be issued on the same terms and form a single series with the US$450,000,0000 8.65% Bonds due 2028 that

were issued on January 19, 2023 in the New Notes Issuance. The New Notes will be issued with New Notes

Accrued Interest as set out in the Government’s announcement on January 16, 2023. The Exchange

Consideration has been accordingly adjusted by deducting New Notes Accrued Interest from Accrued Interest in

respect of tenders accepted in the Exchange Offers.


Old Notes validly tendered in the 2023 Exchange Offer and the 2024 Exchange Offer are subject to proration.

As a result of proration, the Government will round downward, if necessary, to ensure all purchases of Old

Notes will be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess

thereof. However, the Government will reject such tender for purchase of the Old Notes in full if application of

proration would otherwise result in either (i) the Government accepting Old Notes from any Eligible Holder in a

principal amount of less than US$200,000 or (ii) the principal amount of Old Notes not purchased and returned

to the Holders due to pro rata application being less than US$200,000. All Old Notes not accepted as a result of

proration will be returned to their Holders on the Settlement Date.


In addition, under the 2023 Exchange Offer and the 2024 Exchange Offer, if, as a result of the application of

the relevant Exchange Ratio and/or any applicable proration, an Eligible Holder would be entitled to receive an

aggregate nominal amount of New Notes that is not an integral multiple of US$1,000, the nominal amount of

such New Notes will be rounded down to the nearest US$1,000, and the Government will pay, or procure that it

is paid, in cash to that Eligible Holder on the Settlement Date a Cash Rounding Amount, which is the amount

equal to (i) the fractional portion of such aggregate nominal amount that is not such an integral multiple,

multiplied by (ii) the New Notes Issue Price (rounded to the nearest US$0.01, with half a cent being rounded

upwards).


The Settlement Date is expected to occur on January 23, 2023."

 

16 JANUARY 2023


Full announcement available via SGX.


...


"Debt Neutrality; Extension and Amendment of the Offers


The New Notes Issuance that priced on January 10, 2023, in satisfaction of the Financing Condition, was consummated with the primary objective of refinancing the 2023 Notes via the concurrent 2023 Tender Offer to sustain a debt neutral position for the Government. At the original Expiration Date, instructions received in the 2023 Exchange Offer far exceeded the US$200,000,000 Maximum Exchange Acceptance Amount that the Government announced following the pricing of the New Notes Issuance, and the acceptance of these instructions would have prevented the Government from achieving its objective of the Offers being debt neutral.


In light of these developments, the Government hereby announces the following amendments to the terms and conditions of the Offers:


• the Expiration Date is hereby extended to 5:00 p.m. New York time on January 19, 2023 (such date and time, as the same may be further extended, the “Extended Expiration Date”);


• the Government anticipates that the Settlement Date will occur on or about the second Business Day following the Extended Expiration Date, being January 23, 2023;


• the Government expects to give preference to 2024 Notes tendered in the 2024 Exchange Offer over 2023 Notes tendered in the 2023 Exchange Offer (while reserving its absolute right to accept any combination of Old Notes tendered for exchange in the 2023 Exchange Offer and/or 2024 Exchange Offer in its sole discretion);


• the granting of withdrawal rights for instructions given in the 2023 Exchange Offer, the 2024 Exchange Offer and the 2024 Tender Offer, as further described below. Instructions given in the any-and-all 2023 Tender Offer remain irrevocable and may not be withdrawn; and


• as the New Money Notes (as defined below) and the New Notes will no longer be closing on the same day, the Exchange Consideration is amended, as described below under Revised Timetable, to provide that the New Notes will be fungible with the New Money Notes.


For the avoidance of doubt, the Maximum Exchange Acceptance Amount remains unchanged at US$200,000,000. The Maximum 2024 Tender Acceptance Amount also remains unchanged (other than adjustments to accommodate accrued interest on the New Notes described below), being such amount that results in the aggregate 2024 Tender Consideration equalling the aggregate gross proceeds of the New Notes Issuance (i.e., US$444,654,000) less Accrued Interest (net of adjustment for the New Notes Accrued Interest (as defined below)) and Cash Rounding Amount (if any) in relation to the Exchange Offers plus the aggregate principal amount of 2023 Notes accepted by the Government for exchange pursuant to the 2023 Exchange Offer minus US$517,230,000 (being the aggregate principal amount of 2023 Notes outstanding as of the date of the ETOM). “New Notes Accrued Interest” refers to interest accrued on the notes issued pursuant to the New Notes Issuance (the “New Money Notes”) from the settlement date of the New Money Notes, which is expected to be January 19, 2023, to (but excluding) the Settlement Date of the Exchange Offers. The Government reserves the right to increase the Maximum 2024 Tender Acceptance Amount in its sole and absolute discretion. Unless expressly amended in this announcement, all other terms and conditions of the Offers remain unchanged. Instructions submitted prior to the release of this announcement remain valid."


...

 

9 JANUARY 2023


"The Government of Mongolia (the “Government”) is offering (i) to purchase for cash any and all of the 2023 Notes (the “2023 Tender Offer”); (ii) subject to the Maximum Exchange Acceptance Amount, to exchange 2023 Notes for New Notes (the “2023 Exchange Offer”); (iii) subject to the Maximum Exchange Acceptance Amount, to exchange 2024 Notes for New Notes (the “2024 Exchange Offer”); and (iv) to purchase for cash up to the Maximum 2024 Tender Acceptance Amount of 2024 Notes (the “2024 Tender Offer”); held by Eligible Holders, for, at the election of each Eligible Holder, the relevant Offer Consideration."


Full announcement available via SGX.



...


"Purpose of Offers


The purpose of the Offers is to extend the maturity profile of a portion of the Government’s external indebtedness. The Government believes that the Offers provide an opportunity for Holders of the Old Notes (by tendering their Old Notes for purchase by the Government or to exchange for New Notes issued by the Government) to gain liquidity with respect to the Old Notes that might not otherwise be available to such Holders.


Source of Funds


The Government intends to use the funds it receives from the New Notes Issuance, which is a Financing Condition, to finance the cash consideration, payment of Accrued Interest and payment of Cash Rounding Amount in connection with the Offers.


Financing Condition


The Offers will only be consummated if the pricing of the debt securities pursuant to the New Notes Issuance occurs. If the pricing of the debt securities pursuant to the New Notes Issuance does not occur, the Government may terminate or withdraw the Offers (or any of them). The New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. Accordingly, the New Notes are being offered and sold only to qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and outside the United States in accordance with Regulation S under the Securities Act."

Tags:

64 views0 comments

Comentários


bottom of page