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Tender Offer Final Results

11th Jan 2023 13:23

RNS Number : 4285M
Hungary
11 January 2023
 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL

January 11, 2023

HUNGARY ANNOUNCES FINAL ACCEPTANCE AMOUNT, SERIES ACCEPTANCE AMOUNTS AND PRICING FOR THE PURPOSES OF ITS TENDER OFFERS FOR EACH OF ITS OUTSTANDING U.S.$2,000,000,000 5.750% NOTES DUE 2023 (OF WHICH U.S.$1,151,760,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$1,642,972,000 IS OUTSTANDING).

Further to its announcements on January 4, 2023 and January 11, 2023, Hungary (the "Offeror"), now announces the final results and pricing for the purposes of its invitations to eligible holders of its outstanding (a) U.S.$2,000,000,000 5.750% Notes due 2023 (of which U.S.$1,151,760,000 is outstanding) (the "November 2023 Notes") (ISIN: US445545AJ57 / CUSIP: 445545AJ5) and (b) U.S.$2,000,000,000 5.375% Notes due 2024 (of which U.S.$1,642,972,000 is outstanding) (the "March 2024 Notes") (ISIN: US445545AL04 / CUSIP: 445545AL0) (collectively, the "Notes" and each a "Series") to tender their Notes for purchase by the Offeror for cash (each an "Offer" and, together, the "Offers").

The Offers were made on the terms and subject to the conditions set out in the Offeror's Tender Offer Memorandum dated January 4, 2023 (the "Tender Offer Memorandum").

Copies of the Tender Offer Memorandum are available from the Information and Tender Agent as set out below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Final Results

The Offeror intends to accept for purchase U.S.$1,000,000,000 in aggregate nominal amount of the Notes (being the Final Acceptance Amount), subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date.

In respect of the November 2023 Notes, the Offeror now announces that it has determined that the November 2023 Notes Clearing Spread will be 20 basis points. The Series Acceptance Amount in relation to the November 2023 Notes will be U.S.$380,300,000 and the November 2023 Notes Purchase Price will be U.S.$1,006.47 per U.S.$1,000 in principal amount of the November 2023 Notes. The Offeror further announces that it has determined that it will accept for purchase November 2023 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of approximately 83.3627%. The Offeror will not accept for purchase any November 2023 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the November 2023 Notes accepted for purchase approximately equal to U.S.$8.15 per U.S.$1,000 in principal amount of the November 2023 Notes.

In respect of the March 2024 Notes, the Offeror now announces that it has determined that the March 2024 Notes Clearing Spread will be 20 basis points. The Series Acceptance Amount in relation to the March 2024 Notes will be U.S.$619,700,000 and the March 2024 Notes Purchase Price will be U.S.$1,005.74 per U.S.$1,000 in principal amount of the March 2024 Notes. The Offeror further announces that it has determined that it will accept for purchase March 2024 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of approximately 83.3637%. The Offeror will not accept for purchase any March 2024 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the March 2024 Notes accepted for purchase approximately equal to U.S.$16.13 per U.S.$1,000 in principal amount of the March 2024 Notes.

A summary of the final results and pricing of the Notes appears below:

 

Series

Clearing Spread

Benchmark Security Rate

Purchase Yield

Purchase Price

Series Acceptance Amount

Accrued Interest

Scaling Factor

November 2023 Notes

20 basis points

4.762 per cent.

4.962 per cent.

U.S.$1,006.47 (per U.S.$1,000 in principal amount)

U.S.$380,300,000

U.S.$8.15 (per U.S.$1,000 in principal amount)

83.3627%

March 2024 Notes

20 basis points

4.670 per cent.

4.870 per cent.

U.S.$1,005.74 (per U.S.$1,000 in principal amount)

U.S.$619,700,000

U.S.$16.13 (per U.S.$1,000 in principal amount)

83.3637%

The expected Settlement Date for the Offers is January 13, 2023.

BNP Paribas, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, and J.P. Morgan SE are acting as Dealer Managers and Kroll Issuer Services Limited is acting as Information and Tender Agent.

BNP Paribas

16, boulevard des Italiens

75009 Paris

France

 

Telephone: +33 1 55 77 78 94

Attention: Liability Management Group

Email: [email protected]

Citigroup Global Markets Europe AG Reuterweg 16,Frankfurt am Main, DE-HE 60323,Germany

Telephone: +44 20 7986 8969; Email: [email protected]; Attention: Liability Management Group

Deutsche Bank Aktiengesellschaft

Mainzer Landstr. 11-17

60329 Frankfurt am Main

Germany

Tel: +44 20 7545 8011Attention: Liability Management Group

Goldman Sachs Bank Europe SE

Marienturm

Taunusanlage 9-10

D-60329 Frankfurt am Main

Germany

 

Tel.: +44 207 7744836

Email: [email protected]

Attention: Liability Management Group

 

J.P. Morgan SE

Taunustor 1 (TaunusTurm)

60310 Frankfurt am Main

Germany

 

Tel: +44 20 7134 2468

Email: [email protected]

Attention: Liability Management

 

 

THE INFORMATION AND TENDER AGENT

Kroll Issuer Services Limited

 

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 (0)20 7704 0880

Attention: Illia Vyshenskyi

Email: [email protected]

Website: https://deals.is.kroll.com/hungary

 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Dealer Managers, the Information and Tender Agent or the Offeror makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offers.

The Tender Offer Memorandum does not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

 

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