Republic of San Marino - Tender Offer - Launch

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."