Republic of San Marino - Tender Offer - Final Results

Final Results of the Tender Offer for €340,000,000 3.250% Notes due 24 February 2024

17 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

"The Expiration Deadline for the Invitation was 5.00 p.m. CEST on 16 May 2023.

At the Expiration Deadline, €287,493,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Invitation. The Republic hereby announces that, subject to satisfaction of the New Financing Condition on the Settlement Date, it has decided to accept for purchase all Notes validly tendered pursuant to the Invitation.

In addition, on the date hereof the Company expects to enter into a subscription agreement in relation to the issuance of €350 million 6.5000% notes due 19 January 2027 (the “New Notes”). The purchase by the Republic of any Notes pursuant to the Invitation is conditional upon the successful completion of the issuance of the New Notes at the Settlement Date.

The Republic will pay, on the Settlement Date, a Purchase Price for each Note validly tendered and accepted for purchase pursuant to the Invitation equal to 100.000% of their principal amount (being €1,000.00 per €1,000 in principal amount of such Note). The Republic will also pay accrued and unpaid interest from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the settlement date in respect of each Note accepted for purchase pursuant to the Invitation.

The settlement date (“Settlement Date”) for the Invitation is expected to be on 19 May 2023. The nominal amount of the Notes which will remain outstanding following the Settlement Date is €52,507,000."

---

Tender Offer for €340,000,000 3.250% Notes due 24 February 2024

09 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse

"San Marino, 9 May 2023. The Republic of San Marino (acting through the Most Excellent Chamber of the Republic of San Marino and the Ministry of Finance, the “Republic” or “San Marino”) hereby announces an invitation to the holders (“Noteholders”) of any and all of its outstanding €340,000,000 3.250% Notes due 24 February 2024 (ISIN: XS2239061927) (the “Notes”) to tender their Notes for purchase by the Republic for cash (the “Invitation”) on the terms and subject to the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions set out in the tender offer memorandum dated 9 May 2023 (the “Tender Offer Memorandum”) prepared in connection with the Invitation, and subject to the invitation and distribution restrictions set out below. Capitalised terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum.

The Invitation is being made as part of the Republic’s commitment to mitigate the refinancing risks and alignment with its debt management strategy. Notes purchased by San Marino pursuant to the Invitation will be cancelled and will not be re-issued or re-sold. Notes that are not successfully tendered or otherwise accepted for purchase pursuant to the Invitation will remain outstanding.

The Republic is therefore inviting all Noteholders (subject to the restrictions described in the Tender Offer Memorandum) to offer their Notes for sale to it on the terms set out in the Tender Offer Memorandum."