Tender Offer Indicative Results

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

January 28, 2020

HUNGARY ANNOUNCES INDICATIVE SERIES ACCEPTANCE AMOUNTS AND CLEARING SPREADS FOR THE PURPOSES OF ITS TENDER OFFERS FOR EACH OF ITS OUTSTANDING U.S.$3,000,000,000 6.375% NOTES DUE 2021 (OF WHICH U.S.$2,583,222,000 IS OUTSTANDING), U.S.$2,000,000,000 5.375% NOTES DUE 2023 (OF WHICH U.S. $1,923,938,000 IS OUTSTANDING), U.S.$2,000,000,000 5.75% NOTES DUE 2023 (OF WHICH U.S.$2,000,000,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$2,000,000,000 IS OUTSTANDING).

Further to its announcement on January 21, 2020, Hungary (the "Offeror"), announces today a non-binding indication of the level at which it expects to set each Series Acceptance Amount and Clearing Spread for each Series for the purposes of its invitation to eligible holders of its outstanding (a) U.S.$3,000,000,000 6.375% Notes due 2021 (of which U.S.$2,583,222,000 is outstanding) (ISIN: US445545AE60 / CUSIP: 445545AE6) (the "2021 Notes"), (b) U.S.$2,000,000,000 5.375% Notes due 2023 (of which U.S.$1,923,938,000 is outstanding) (ISIN: US445545AH91 / CUSIP: 445545AH9) (the "5.375% 2023 Notes"), (c) U.S.$2,000,000,000 5.75% Notes due 2023 (of which U.S.$2,000,000,000 is outstanding) (ISIN: US445545AJ57 / CUSIP: 445545AJ5) (the "5.75% 2023 Notes") and (d) U.S.$2,000,000,000 5.375% Notes due 2024 (of which U.S.$2,000,000,000 is outstanding) (ISIN: US445545AL04 / CUSIP: 445545AL0) (the "2024 Notes") (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 Tender Offer Memorandum dated January 21, 2020 (the "Tender Offer Memorandum"). Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Announcement of indicative Series Acceptance Amounts and Clearing Spreads

As at the Expiration Deadline of 5:00 p.m. (New York City Time) / 11:00 p.m. (Central Europe Time) on January 27, 2020, the Offeror had received valid tenders for purchase exceeding U.S.$1,000,000,000 in aggregate nominal amount of the Notes, the indicative aggregate nominal amount of Notes subject to the Offers as set out in the Tender Offer Memorandum.

In the event that the Offeror decides to accept valid tenders of Notes pursuant to the Offers, it expects to set (i) the Series Acceptance Amount for the 2021 Notes at U.S.$500,000,000; (ii) the Series Acceptance Amount for the 5.375% 2023 Notes at U.S.$100,000,000; (iii) the Series Acceptance Amount for the 5.75% 2023 Notes at U.S.$251,010,000; and (iv) the Series Acceptance Amount for the 2024 Notes at U.S.$148,990,000.

On the basis of each such Series Acceptance Amount, the Offeror expects to set (i) the 2021 Notes Clearing Spread at 15 basis points; (ii) the 5.375% 2023 Notes Clearing Spread at 40 basis points; (iii) the 5.75% 2023 Notes Clearing Spread at 50 basis points; and (iv) the 2024 Notes at 50 basis points.

Accordingly, the Offeror expects to accept 2021 Notes, 5.375% 2023 Notes and 2024 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with an indicative Scaling Factor of approximately (i) 59.48% in the case of the 2021 Notes, (ii) 62.20% in the case of the 5.375% 2023 Notes, and (iii) 61.10% in the case of the 2024 Notes. The Offeror expects to accept all 5.75% 2023 Notes tendered pursuant to valid Non-Competitive Tender Instructions without any pro rata scaling and does not expect to accept any Notes tendered pursuant to valid Competitive Tender Instructions.

Noteholders should note that this is a non-binding indication of the level at which the Offeror expects to set the relevant Series Acceptance Amounts and Clearing Spreads.

Pricing

Pricing in respect of the Offers will take place at or around 7:00 a.m. (New York City Time) / 1:00 p.m. (Central Europe Time) today, January 28, 2020. As soon as reasonably practicable after the Pricing Time on the Pricing Date, the Offeror will announce whether it will accept valid tenders of Notes pursuant to any of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Clearing Spread, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and the Accrued Interest for each of the Offers.

BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Information and Tender Agent.

Dealer Managers  

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.