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The Gabonese Republic - Tender Offer - Results

The Gabonese Republic Announces the Results of its Invitations to Purchase for Cash its Notes Listed Below


08 AUGUST 2023


Full announcement including full disclosures and disclaimers available via Euronext


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"Final Results


The table below sets forth information with respect to the Notes that were validly tendered at or prior to 5:00 p.m., New York City time on 1 August 2023 (the “Expiration Deadline”) and the final amounts that the Republic will accept for purchase pursuant to the Invitations (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date and the other terms and conditions described in the Tender Offer Memorandum). The Invitations expired at the Expiration Deadline, and no further Notes may be tendered for purchase pursuant to the Invitations.


Since the Maximum Tender Consideration is sufficient to purchase some only, but not all, of the validly tendered 2025 Notes, February 2031 Notes and November 2031 Notes, the Republic exercised its right to allocate acceptances of validly tendered Notes between each of the Series of the 2025 Notes, the February 2031 Notes and the November 2031 Notes in its sole and absolute discretion and as specified in the table below.


The proration of tendered Notes was required. The Republic calculated the relevant Proration Factors in relation to each of the 2025 Notes, the February 2031 Notes and the November 2031 Notes pursuant to the terms of the Tender Offer Memorandum. Therefore, the sum of each Noteholder’s validly tendered Notes accepted for purchase by the Republic will be determined by multiplying each Noteholder’s tender of Notes by the applicable Proration Factor specified in the table below and rounding the product down to the nearest U.S.$1,000. In addition, further adjustments have been made to the relevant Tender Instructions that, in the event of proration, would result in either (a) the relevant 2 Noteholder transferring Notes to the Republic in an aggregate nominal amount of less than U.S.$200,000, or (b) the relevant Noteholder’s residual amount of Notes (being the nominal amount of Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such proration) amounting to less than U.S.$200,000, as further set out in the Tender Offer Memorandum. Summary of Results of the Invitations


1 As of 25 July 2023.

2Accrued Interest (as defined herein) shall be paid in addition to the relevant Purchase Price. The Purchase Price is presented per U.S.$1,000 in nominal amount of the Notes accepted for purchase. If the Republic decides to accept for purchase valid tenders of the Notes pursuant to any Invitation, the tender consideration that the Republic will pay to Noteholders for the Notes tendered in the Invitations and accepted for purchase will be the aggregate of (x) an amount calculated on the basis of the relevant Purchase Price and the nominal amount of Notes accepted for purchase and (y) an amount in cash equal to accrued and unpaid interest on the Notes of the relevant Series from (and including) the interest payment date of each such Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (each as defined herein) (together, the “Tender Consideration”)


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The Gabonese Republic - Invitations to Purchase the Republic’s 2025 Notes and 2031 Notes


25 JULY 2023


Full announcement including full disclosures and disclaimers available via Euronext


25 July 2023 - The Gabonese Republic (“Gabon” or the “Republic”) announces that it has today launched invitations to tender for purchase by the Republic for cash its 2025 Notes and 2031 Notes (each, as defined below) subject to satisfaction or waiver of the New Financing Condition, the Maximum Tender Consideration, the 2025 Notes Tender Sub Cap (each as defined in the Tender Offer Memorandum) and the other conditions described in the Tender Offer Memorandum.

Invitations to Purchase the Republic’s 2025 Notes and 2031 Notes


The Republic announces that it has today launched invitations to holders (the “Noteholders”) of its outstanding (i) U.S.$700,000,000 6.950% Notes due 2025 (Unrestricted Global Note ISIN: XS1245960684, Common Code: 124596068; Restricted Global Note ISIN: US362420AC51, Common Code: 124689180, CUSIP: 362420AC5) (the “2025 Notes”), (ii) U.S.$1,000,000,000 6.625% Amortising Notes due February 2031 (Unrestricted Global Note ISIN: XS2113615228, Common Code: 211361522; Restricted Global Note ISIN: US362420AD35, Common Code: 211361395, CUSIP: 362420AD3) (the “February 2031 Notes”) and (iii) U.S.$800,000,000 7.000% Amortising Notes due November 2031 (Unrestricted Global Note ISIN: XS2407752711, Common Code: 240775271; Restricted Global Note ISIN: US362420AE18, Common Code: 240790947, CUSIP: 362420AE1) (the “November 2031 Notes” and, together with the February 2031 Notes, the “2031 Notes” and, together with the 2025 Notes, the “Notes”) to tender their Notes for purchase by the Republic for cash in each case subject to the Maximum Tender Consideration and the 2025 Notes Tender Sub Cap (each as defined in the Tender Offer Memorandum (as defined below)) and on the terms and subject to the conditions set forth in the tender offer memorandum dated 25 July 2023 (the “Tender Offer Memorandum”).

Each series of Notes has an aggregate nominal amount outstanding as set forth in the table below.


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Summary of the Invitations

1 As of 25 July 2023.

2Accrued Interest (as defined herein) shall be paid in addition to the relevant Purchase Price. The Purchase Price is presented per U.S.$1,000 in nominal amount of the Notes accepted for purchase. If the Republic decides to accept for purchase valid tenders of the Notes pursuant to any Invitation, the tender consideration that the Republic will pay to Noteholders for the Notes tendered in the Invitations and accepted for purchase will be the aggregate of (x) an amount calculated on the basis of the relevant Purchase Price and the nominal amount of Notes accepted for purchase and (y) an amount in cash equal to accrued and unpaid interest on the Notes of the relevant Series from (and including) the interest payment date of each such Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (each as defined herein) (together, the “Tender Consideration”).

3 Subject to applicable law, the Republic expressly reserves the right in its sole and absolute discretion, but is not obligated, to purchase an amount of Notes with a corresponding Tender Consideration that is equal to, more or less than the Maximum Tender Consideration or, in relation to the 2025 Notes, the Republic expressly reserves the right in its sole and absolute discretion, but is not obligated, to purchase an amount of 2025 Notes that is equal to, more or less than the 2025 Notes Tender Sub Cap, as applicable, in each case without extending the Expiration Deadline (as defined herein) or otherwise providing withdrawal rights or to not accept any Notes for purchase pursuant to the Invitations. For the avoidance of doubt, the 2025 Notes Tender Sub Cap is included within the Maximum Tender Consideration.


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Rationale for the Invitations


The Republic is making the Invitations (subject to the New Financing Condition) in order to proactively manage its overall external debt maturity profile. The Republic intends to finance the payments of the Purchase Price and Accrued Interest in relation to the Notes validly tendered and accepted for purchase with the proceeds of the Loan, as further described in “New Financing Condition” below. In addition, the Invitations will provide liquidity to Noteholders who have their Notes accepted.


As of 25 July 2023, the nominal amount outstanding of the 2025 Notes was U.S.$700,000,000, the nominal amount outstanding of the February 2031 Notes was U.S.$1,000,000,000 and the November 2031 Notes was U.S.$800,000,000.


All Notes purchased by the Republic pursuant to the Invitations will be cancelled and will not be re-issued or re-sold.


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