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Tender Offer Results

17th Feb 2026 16:00

RNS Number : 3862T
Congo (The Republic of)
17 February 2026
 

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

 

 

 

The Republic of Congo Announces the Results of its Invitation to Purchase for Cash Certain of its Existing Notes

February 17, 2026 - The Republic of Congo ("Congo" or the "Republic") announces today the results of its invitation to eligible holders (the "Noteholders") of its outstanding 9.875% Amortising Notes due 2032 (ISIN: XS3223166409; Common Code: 322316640) (the "Existing Notes") to purchase for cash such Existing Notes up to an aggregate tender consideration of $390,000,000, which includes accrued and unpaid interest (the "Tender Cap") (the "Offer").

The Offer was made upon the terms and subject to the conditions set forth in the tender offer memorandum dated February 9, 2026 (the "Tender Offer Memorandum"), as modified by the Republic's announcement dated February 12, 2026, increasing the Tender Cap from $350,000,000 to $390,000,000. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available on the Tender Offer Website accessible at https://debtxportal.issuerservices.citigroup.com.

This announcement sets forth the results of the Offer.

Results

The table below sets forth information with respect to the Existing Notes that were validly tendered at or prior to 5:00 p.m., Central European Time, on February 16, 2026 (the "Expiration Deadline") and the amount that the Republic will accept for purchase pursuant to the Offer (subject to the terms and conditions described in the Tender Offer Memorandum). The Offer expired at the Expiration Deadline, and no further Existing Notes may be tendered for purchase pursuant to the Offer.

Summary of the Results

Description of Existing Notes

ISIN/ Common Code

Principal Amount to be Accepted

Proration Factor

Purchase Price1

Aggregate Tender Consideration2

 

9.875% Amortising Notes due 2032

 

 

ISIN: XS3223166409; Common Code: 322316640

 

 

$354,342,000

 

N/A

 

$947.50

 

 

 

$346,042,030.78

1 The purchase price shown in the table above is presented per $1,000 of the principal amount of the Existing Notes accepted for purchase (excluding any accrued and unpaid interest on the Existing Notes).

2 Represents the aggregate Tender Consideration to be paid in respect of Existing Notes accepted for purchase, being the aggregate of (x) the amount in cash calculated on the basis of the purchase price shown in the table above and the principal amount of Existing Notes accepted for purchase and (y) the amount in cash equivalent to accrued and unpaid interest on Existing Notes from (and including) the immediately preceding interest payment date of the Existing Notes to (but excluding) the Settlement Date (as defined herein).

 

Tender Consideration for Existing Notes

The Republic will pay for the Existing Notes accepted by it for purchase pursuant to the Offer a cash tender consideration equal to (i) $947.50 per $1,000 in principal amount of the Existing Notes plus (ii) Accrued Interest thereon (the "Tender Consideration").

Payment of Tender Consideration

Payment of the Tender Consideration for the Existing Notes accepted for purchase pursuant to the Offer is expected to be made on or about February 23, 2026 (the "Settlement Date") (subject to the terms and conditions described in the Tender Offer Memorandum).

Conditions to the Offer

Notwithstanding any other provisions of the Offer, the Offer and its completion are conditioned upon there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the tender and/or purchase of Existing Notes pursuant to the Offer; (2) would or might result in a delay in, or restrict, the ability of the Republic to purchase or pay for the Existing Notes and/or issue the New Notes; or (3) imposes or seeks to impose limitations on the ability of the Republic to issue and/or price the New Notes in an amount, with pricing and on terms and conditions acceptable to the Republic. The Offer is also conditioned upon the closing of the offering of the New Notes on terms acceptable to the Republic as provided for by the New Financing Condition, as described further in the Tender Offer Memorandum.

Disclaimer

This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Tender Offer Memorandum, and are subject to the offer restrictions set out below and more fully described therein.

Further Information

Citigroup Global Markets Limited has been appointed by the Republic to serve as dealer manager (the "Dealer Manager") for the Offer. Citibank, N.A., London Branch (the "Information and Tender Agent") has been appointed by the Republic to act as the Information and Tender Agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact Citigroup Global Markets Limited by email at [email protected] or by telephone at Europe: +44 20 7986 8969 / U.S. Toll Free: +1 800 558 3745 / U.S. Collect: +1 212 723 6106. Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: [email protected].

The Tender Consideration, if paid by the Republic with respect to Existing Notes accepted for purchase, will not necessarily reflect the actual value of such Existing Notes. None of the Republic, the Dealer Manager or the Information and Tender Agent has or will express any opinion as to whether the terms of the Offer are fair.

Important Information

This communication is not for public distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful. Nothing in this communication shall constitute an offer to buy or the solicitation of an offer to sell securities, or an offer to sell or the solicitation of an offer to purchase securities (including the New Notes), in the United States or any jurisdiction in which such offer or sale would be unlawful. The Offer and the distribution of this communication and other information in connection with the transactions referred to herein may be restricted by law and persons into whose possession this communication or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

###

United Kingdom

Neither this communication, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been made by or approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are only being distributed to and are directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (3) those persons who are within Article 43(2) of the Order; or (4) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").

This communication and any other documents or materials relating thereto are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Italy

None of the Offer, this communication, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Existing Notes that are located in Italy can tender Existing Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

France

The Offer is not being made, directly or indirectly, and neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed in the Republic of France other than to qualified investors (investisseurs qualifiés), as referred to in Article L.411-2 of the French Code monétaire et financier and as defined in, and in accordance with, Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be approved, filed or reviewed by the Autorité des Marchés Financiers.

United States

This communication is not an offer of New Notes for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The New Notes are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act.

****

The target market for the New Notes is (i) eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended), and (ii) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
TENEASAXFSKKEFA

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