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Romania - Switch and Tender Offer 2024 (XS) - Launch

Switch and Tender Offer by ROMANIA Acting through the Ministry of Finance to purchase for cash the outstanding Notes set forth below 2.875% Notes due 28 October 2024 (Reg S: XS1129788524)2.750% Notes due 29 October 2025 (Reg S: XS1312891549 / Rule 144A: XS1313005818)

21 MAY 2024


Full announcement, including disclaimers and offer restrictions, available via LUX SE

Scroll below for previous Offer


Romania, acting through the Ministry of Finance, (“Romania”) announced today the commencement of an offer to purchase for cash (the “Offer”) the outstanding notes listed in the table below (collectively, the “Target Notes” and each Target Note, a “series” of Target Notes) such that the aggregate principal amount of each series of the Target Notes tendered and accepted for purchase pursuant to the Offer is equal to a maximum purchase amount in relation to such series of Target Notes to be determined by Romania in its sole discretion (the “Maximum Purchase Amount”). The terms and conditions of the Offer are set forth in the offer to purchase, dated 21 May 2024 (the “Offer to Purchase”) and may, if accepted on terms and conditions acceptable to Romania, result in certain holders (“Holders”) of a series of Target Notes who express an Indication of Interest (as defined below) becoming a holder in the New Notes. Capitalised terms used but not defined herein have the meanings assigned to them in the Offer to Purchase.

The Offer will commence on 21 May 2024 for both Non-Preferred Tenders and Preferred Tenders. Unless extended or terminated early by Romania in its sole discretion, the Offer will expire (i) at such time at which the book-building process for the New Notes closes or such later time on 21 May 2024 as Romania, in its sole discretion, may determine (the “Preferred Tenders Expiration Time”) for Preferred Tenders (the “Preferred Tender Period”) and (ii) at such time at or after the Preferred Tenders Expiration Time on 21 May 2024 as Romania, in its sole discretion, may determine (the “Non-Preferred Tenders Expiration Time”) for NonPreferred Tenders. The settlement of the Offer is scheduled to occur on 24 May 2024 (the “Settlement Date”). “Preferred Tenders” means the Tender Orders for a series of Target Notes that are submitted concurrently with the submission of a corresponding Indication of Interest. Preferred Tenders must be submitted during the Preferred Tender Period. “Non-Preferred Tender” means any Tender Order for a series of Target Notes that is not a Preferred Tender. Non-Preferred Tenders include, among others, Tender Orders that are submitted without the concurrent submission of an Indication of Interest. Preferred Tenders will be accepted in priority to Non-Preferred Tenders. “Indication of Interest” means the submission to the underwriters of the New Notes Offering, prior to the expiration of the Preferred Tender Period, of a firm bid for a certain principal amount of New Notes (equal to the principal amount of Target Notes validly tendered by a Holder). An Indication of Interest will constitute a commitment to surrender the tendered Target Notes for purchase by the Billing and Delivering Bank on behalf of the Issuer on the Settlement Date and a commitment by the Holder to subscribe in full, in cash, for an equivalent nominal amount of New Notes on the New Notes settlement date. If the relevant Target Notes are not delivered in accordance with the deadlines and procedures specified herein, the Holder may still be required to subscribe in full, in cash, for the New Notes. Only persons that are either located outside the United States or are “qualified institutional buyers”, as such term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended, are eligible to participate in the New Notes Offering."


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17 JANUARY 2023


Full announcement available via LUX SE.


"Update of Switch and Tender Offer Results


Romania, acting through the Ministry of Finance, (“Romania”) previously announced an offer to purchase for cash (the “Offer”) the outstanding notes listed in the table below (collectively, the “Target Notes” and each Target Note, a “series” of Target Notes), subject to the terms and conditions of the Offer set forth in the offer to purchase, dated 5 January 2023 (the “Offer to Purchase”) and thereafter announced the results of such Offer on 5 January 2023. Such results are now further updated following settlement of the Offer on 10 January 2023 (the “Settlement Date”) and are as set forth in the table below. Capitalised terms used but not defined herein have the meanings assigned to them in the Offer to Purchase.


The revised Maximum Purchase Amount for each series of Target Notes is US$98,402,000 in respect of the 2023 Notes and US$140,686,000 in respect of the 2024 Notes.


The revised aggregate principal amount of Preferred Tenders and Non-Preferred Tenders of each series of Target Notes and the aggregate principal amount of Preferred Tenders and Non-Preferred Tenders of such series of Target Notes that were accepted are shown in the table below. No Non-Preferred Tenders were accepted."


 

Full announcement available via LUX SE.


05 JANUARY 2023


"The Preferred Tenders Expiration Time occurred at 4:15 p.m. London time and the Non-Preferred Tenders Expiration Time occurred at 4:15 p.m. London time, on 5 January 2023.


The Maximum Purchase Amount for each series of Target Notes is US$98,402,000 in respect of the 2023 Notes and US$144,206,000 in respect of the 2024 Notes.


The aggregate principal amount of Preferred Tenders and Non-Preferred Tenders of each series of Target Notes and the aggregate principal amount of Preferred Tenders and Non-Preferred Tenders of such series of Target Notes that have been accepted are shown in the table below. No Non-Preferred Tenders have been accepted.


The Offer and the acceptance amounts below are not conditioned upon any minimum participation of any series of Target Notes but are conditioned, among other things, on the pricing, but not the closing, of the offering of new U.S. dollar-denominated bonds of Romania due 2028 (the “New Notes”) for cash expected later today (the “New Notes Offering”). Romania has agreed to apply a portion of the net proceeds of its New Notes Offering to purchase the Target Notes accepted pursuant to the Offer from the Billing and Delivering Bank at the relevant Purchase Price plus Accrued Interest."



 

ROMANIA, ACTING THROUGH THE MINISTRY OF FINANCE, ("ROMANIA") ANNOUNCED TODAY THE COMMENCEMENT OF AN OFFER TO PURCHASE FOR CASH (THE "OFFER") THE OUTSTANDING NOTES LISTED IN THE TABLE BELOW.


Full announcement available via LUX SE.


05 JANUARY 2023



"Switch and Tender offer


Romania, acting through the Ministry of Finance, (“Romania”) announced today the commencement of an offer to purchase for cash (the “Offer”) the outstanding notes listed in the table below (collectively, the “Target Notes” and each Target Note, a “series” of Target Notes) such that the aggregate principal amount of each series of the Target Notes tendered and accepted for purchase pursuant to the Offer is equal to a maximum purchase amount in relation to such series of Target Notes to be determined by Romania in its sole discretion (the “Maximum Purchase Amount”). The terms and conditions of the Offer are set forth in the offer to purchase, dated 5 January 2023 (the “Offer to Purchase”) and may, if accepted on terms and conditions acceptable to Romania, result in certain holders (“Holders”) of a series of Target Notes who express an Indication of Interest (as defined below) becoming a holder in the New Notes. Capitalised terms used but not defined herein have the meanings assigned to them in the Offer to Purchase.


The Offer is not conditioned upon any minimum participation of any series of Target Notes but is conditioned, among other things, on the pricing, but not the closing, of the offering of new U.S. dollardenominated bonds of Romania due 2028 (the “New Notes”) for cash, with the final term sheet for the New Notes expected to be announced as soon as practicable following the Non-Preferred Tenders Expiration Time (the “New Notes Offering”).


The Offer will commence on 5 January 2023 for both Non-Preferred Tenders and Preferred Tenders. Unless extended or terminated early by Romania in its sole discretion, the Offer will expire (i) at such time at which the book-building process for the New Notes closes or such later time on 5 January 2023 as Romania, in its sole discretion, may determine (the “Preferred Tenders Expiration Time”) for Preferred Tenders (the “Preferred Tender Period”) and (ii) at such time at or after the Preferred Tenders Expiration Time on 5 January 2023 as Romania, in its sole discretion, may determine (the “Non-Preferred Tenders Expiration Time”) for Non-Preferred Tenders. The settlement of the Offer is scheduled to occur on 10 January 2023 (the “Settlement Date”). “Preferred Tenders” means the Tender Orders for a series of Target Notes that are submitted concurrently with the submission of a corresponding Indication of Interest. Preferred Tenders must be submitted during the Preferred Tender Period. “Non-Preferred Tender” means any Tender Order for a series of Target Notes that is not a Preferred Tender. Non-Preferred Tenders include, among others, Tender Orders that are submitted without the concurrent submission of an Indication of Interest. Preferred Tenders will be accepted in priority to Non-Preferred Tenders. “Indication of Interest” means the submission to the underwriters of the New Notes Offering, prior to the expiration of the Preferred Tender Period, of a firm bid for a certain principal amount of New Notes (equal to the principal amount of Target Notes validly tendered by a Holder)."


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