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Results of the Republic of Slovenia Tender Offers for 2022, 2023 and 2024 USD Bonds and Exchange Offers to Exchange 2022 and 2023 USD Bond for 2024 USD Bond

Ljubljana, 28 February 2018 - The Republic of Slovenia announces final acceptance amounts, series acceptance amounts, scaling factors (as applicable) and pricing for the purposes of its tender offers and exchange offers for each of its outstanding U.S.$2,250,000,000 5.500 per cent. notes due 2022 (of which U.S.$452,140,000 is currently outstanding) and U.S.$2,500,000,000 5.850 per cent. notes due 2023 (of which U.S.$293,358,000 is currently outstanding) and tender offer for its outstanding U.S.$2,528,789,000 5.250 per cent. notes due 2024 (of which U.S.$2,000,000,000 in aggregate nominal amount was issued on 18 February 2014 and U.S.$528,789,000 in aggregate nominal amount was issued on 27 September 2017, and of which U.S.$1,368,381,000 is currently outstanding).

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

 

Further to its announcements on 20 February 2018 and earlier today, the Republic of Slovenia (the “Issuer” or the “Republic”), now announces the final results and pricing for the purposes of its invitation to eligible holders of its outstanding (i) U.S.$2,250,000,000 5.500 per cent. Notes due 2022 (ISIN: XS0847086237/US831594AB23) (of which U.S.$452,140,000 is currently outstanding) (the “2022 Notes”) and/or (ii) U.S.$2,500,000,000 5.850 per cent. Notes due 2023 (ISIN: XS0927637818/US831594AD88) (of which U.S.$293,358,000 is currently outstanding) (the “2023 Notes”) and/or (iii) U.S.$2,528,789,000 5.250 per cent. Notes due 2024 (ISIN: XS0982709221/US831594AG10) (of which U.S.$2,000,000,000 in aggregate nominal amount was issued on 18 February 2014 and U.S.$528,789,000 in aggregate nominal amount was issued on 27 September 2017, and of which U.S.$1,368,381,000 is currently outstanding) (the “Existing 2024 Notes”) to: (a) tender the 2022 Notes, 2023 Notes and Existing 2024 Notes for purchase by the Issuer for cash (together with the tender offer referred to in paragraph (c) below, the “Tender Offer”); (b) offer the 2022 Notes and 2023 Notes for exchange for U.S. dollar denominated 5.250 per cent. Notes due 2024 (the “New 2024 Notes”) (the New 2024 Notes to be consolidated and form a single series with the Existing 2024 Notes) to be issued by the Issuer as further described in the Tender and Exchange Offer Memorandum (as defined below) (together, with the exchange of any 2022 Notes and 2023 Notes pursuant to paragraph (c) below, the “Exchange Offer” and, together with the Tender Offer, the “Offers” and each an “Offer”); or (c) tender, as their first preference, all of the 2022 Notes and 2023 Notes the subject of such instruction for purchase by the Issuer in the Tender Offer and as their second preference, to the extent any such 2022 Notes and 2023 Notes are not accepted for purchase in the Tender Offer (whether by reason of pro-ration or otherwise) for such non-accepted 2022 Notes and 2023 Notes to be offered (on the terms and subject to the conditions set out in the Tender and Exchange Offer Memorandum) for exchange for the New 2024 Notes in the Exchange Offer.

 

The Offers were made on the terms and subject to the conditions set out in the Tender and Exchange Offer Memorandum dated 20 February 2018 (the “Tender and Exchange Offer Memorandum”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender and Exchange Offer Memorandum.

 

In this announcement, all references to “Notes” means (a) in respect of the Tender Offers only, the 2022 Notes, 2023 Notes and Existing 2024 Notes and (b) in respect of the Exchange Offers only, the 2022 Notes and the 2023 Notes; and all references to “Series” means (a) in respect of the Tender Offers only, each series of the 2022 Notes, 2023 Notes and Existing 2024 Notes and (b) in respect of the Exchange Offers only, each series of the 2022 Notes and the 2023 Notes.

 

Tender Offers

 

The Republic intends to (i) accept for purchase U.S.$459,820,000 in aggregate nominal amount of the Notes (the “Tender Final Acceptance Amount”) (being U.S.$135,277,000 in aggregate nominal amount of the 2022 Notes, U.S.$91,985,000 in aggregate nominal amount of the 2023 Notes and U.S.$232,558,000 in aggregate nominal amount of the Existing 2024 Notes); and (ii) accept for purchase Notes validly tendered on a Non-Competitive basis only, subject (in the case of the Existing 2024 Notes only) to scaling, pursuant to the Tender Offers as set out below.

 

In respect of the Tender Offer of the 2022 Notes, the Issuer now announces that it has determined that the 2022 Notes Tender Clearing Spread will be the Maximum Spread for the 2022 Notes, being 40 basis points. The Tender Series Acceptance Amount in relation to the 2022 Notes will, subject to satisfaction or waiver of the New Financing Condition, be U.S.$135,277,000 and the 2022 Notes Purchase Price will be 110.477 per cent. of the nominal amount of the relevant 2022 Notes. In respect of the Tender Offer of the 2022 Notes, the Issuer now announces that it has determined, subject to satisfaction or waiver of the New Financing Condition, that it will accept for purchase all 2022 Notes tendered pursuant to valid Non-Competitive Tender Instructions and Non-Competitive Tender Preference Instructions with no pro rata scaling. The Issuer will not accept for purchase any 2022 Notes tendered pursuant to valid Competitive Tender Instructions and Competitive Tender Preference Instructions. The Issuer will also pay Notes Accrued Interest in respect of the 2022 Notes accepted for purchase pursuant to the Tender Offer relating to the 2022 Notes equal to approximately 2.001 per cent. of the nominal amount of the relevant 2022 Notes.

 

In respect of the Tender Offer of the 2023 Notes, the Issuer now announces that it has determined that the 2023 Notes Tender Clearing Spread will be the Maximum Spread for the 2023 Notes, being 45 basis points. The Tender Series Acceptance Amount in relation to the 2023 Notes will, subject to satisfaction or waiver of the New Financing Condition, be U.S.$91,985,000 and the 2023 Notes Purchase Price will be 113.009 per cent. of the nominal amount of the relevant 2023 Notes. In respect of the Tender Offer of the 2023 Notes, the Issuer now announces that it has determined, subject to satisfaction or waiver of the New Financing Condition, that it will accept for purchase all 2023 Notes tendered pursuant to valid Non-Competitive Tender Instructions and Non-Competitive Tender Preference Instructions with no pro rata scaling. The Issuer will not accept for purchase any 2023 Notes tendered pursuant to valid Competitive Tender Instructions and Competitive Tender Preference Instructions. The Issuer will also pay Notes Accrued Interest in respect of the 2023 Notes accepted for purchase pursuant to the Tender Offer relating to the 2023 Notes equal to approximately 1.901 per cent. of the nominal amount of the relevant 2023 Notes.

 

In respect of the Tender Offer of the Existing 2024 Notes, the Issuer now announces that it has determined that the Existing 2024 Notes Tender Clearing Spread will be the Maximum Spread for the Existing 2024 Notes, being 55 basis points. The Tender Series Acceptance Amount in relation to the Existing 2024 Notes will, subject to satisfaction or waiver of the New Financing Condition, be U.S.$232,558,000 and the Existing 2024 Notes Purchase Price will be 110.974 per cent. of the nominal amount of the relevant Existing 2024 Notes. In respect of the Tender Offer of the Existing 2024 Notes, the Issuer now announces that it has determined, subject to satisfaction or waiver of the New Financing Condition, that it will accept for purchase all Existing 2024 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of 34.0564 per cent. The Issuer will not accept for purchase any Existing 2024 Notes tendered pursuant to valid Competitive Tender Instructions . The Issuer will also pay Notes Accrued Interest in respect of the Existing 2024 Notes accepted for purchase pursuant to the Tender Offer relating to the Existing 2024 Notes equal to approximately 0.277 per cent. of the nominal amount of the relevant Existing 2024 Notes.

 

A summary of the final pricing of the Tender Offer relating to the 2022 Notes appears below:

Tender Clearing Spread

Reference U.S. Treasury Rate

2022 Notes Purchase Yield

2022 Notes Purchase Price

Tender Series Acceptance Amount

Notes Accrued Interest

40 basis points

2.658 per cent.

3.058 per cent.

110.477 per cent.

U.S.$135,277,000

2.001 per cent.

A summary of the final pricing of the Tender Offer relating to the 2023 Notes appears below:

Tender Clearing Spread

Reference U.S. Treasury Rate

2023 Notes Purchase Yield

2023 Notes Purchase Price

Tender Series Acceptance Amount

Notes Accrued Interest

45 basis points

2.658 per cent.

3.108 per cent.

113.009 per cent.

U.S.$91,985,000

1.901 per cent.

A summary of the final pricing of the Tender Offer relating to the Existing 2024 Notes appears below:

Tedner Clearing Spread

Reference U.S. Treasury Rate

Exisiting 2024 Notes Purchase Yield

Existing 2024 Notes Purchase Price

Tender Series Acceptance Amount

Notes Accrued Interest

55 basis points

2.658 per cent.

3.208 per cent.

110.974 per cent.

U.S.$232,558,000

0.277 per cent.

Exchange Offers

 

The Republic intends to (i) accept for exchange U.S.$112,559,000 in aggregate nominal amount of the 2022 Notes and the 2023 Notes (the “Exchange Final Acceptance Amount”); and (ii) accept for exchange such Notes validly offered for exchange on a Non-Competitive basis only, pursuant to the Exchange Offers as set out below.


In respect of the Exchange Offer of the 2022 Notes, the Issuer now announces that it has determined that the Exchange Clearing Spread of the 2022 Notes will be the Maximum Spread for the 2022 Notes, being 40 basis points. The Exchange Series Acceptance Amount in relation to the 2022 Notes will, be U.S.$ 44,353,000, the 2022 Notes Exchange Price will be 110.477 per cent. of the nominal amount of the relevant 2022 Notes and the 2022 Notes Exchange Ratio will be 100.065214 per cent. of the nominal amount of the relevant 2022 Notes. In respect of the Exchange Offer of the 2022 Notes, the Issuer now announces that it has determined, that it will accept for exchange all 2022 Notes offered for exchange pursuant to valid Non-Competitive Exchange Instructions (subject to the aggregate nominal amount of the New 2024 Notes to be received pursuant to a Non-Competitive Exchange Instruction not being less than the minimum denomination of the New 2024 Notes (being U.S.$200,000) following the application of the relevant Exchange Ratio) with no pro rata scaling. The Issuer will not accept for exchange any 2022 Notes offered for exchange pursuant to valid Competitive Exchange Instructions or valid Competitive Tender Preference Instructions (in the case of application of the Second Preference Election). The Issuer will also pay Net Exchange Accrued Interest in respect of the 2022 Notes accepted for exchange pursuant to the Exchange Offer relating to the 2022 Notes equal to approximately 1.724 per cent. of the nominal amount of the relevant 2022 Notes and, if applicable, the relevant Cash Rounding Amounts. Based on the 2022 Notes Exchange Ratio, the Issuer has determined that the exchange of the 2022 Notes pursuant to the Exchange Offer should not result in a significant modification of the 2022 Notes for U.S. federal income tax purposes. See “Tax Consequences – Certain U.S. Federal Income Tax Considerations” in the Tender and Exchange Offer Memorandum for a discussion of the U.S. federal income tax considerations that may be relevant to the exchange of 2022 Notes.  


In respect of the Exchange Offer of the 2023 Notes, the Issuer now announces that it has determined that the Exchange Clearing Spread of the 2023 Notes will be the Maximum Spread for the 2023 Notes, being 45 basis points. The Exchange Series Acceptance Amount in relation to the 2023 Notes will, be U.S.$68,206,000, the 2023 Notes Exchange Price will be 113.009 per cent. of the nominal amount of the relevant 2023 Notes and the 2023 Notes Exchange ratio will be 102.358589 per cent. of the nominal amount of the relevant 2023 Notes. In respect of the Exchange Offer of the 2023 Notes, the Issuer now announces that it has determined, that it will accept for exchange all 2023 Notes offered for exchange pursuant to valid Non-Competitive Exchange Instructions (subject to the aggregate nominal amount of the New 2024 Notes to be received pursuant to a Non-Competitive Exchange Instruction not being less than the minimum denomination of the New 2024 Notes (being U.S.$200,000) following the application of the relevant Exchange Ratio) with no pro rata scaling. The Issuer will not accept for exchange any 2023 Notes offered for exchange pursuant to valid Competitive Exchange Instructions or valid Competitive Tender Preference Instructions (in the case of application of the Second Preference Election). The Issuer will also pay Net Exchange Accrued Interest in respect of the 2023 Notes accepted for exchange pursuant to the Exchange Offer relating to the 2023 Notes equal to approximately 1.618 per cent. of the nominal amount of the relevant 2023 Notes and, if applicable, the relevant Cash Rounding Amounts. Based on the 2023 Notes Exchange Ratio, the Issuer has determined that the exchange of the 2023 Notes pursuant to the Exchange Offer should not result in a significant modification of the 2023 Notes for U.S. federal income tax purposes. See “Tax Consequences – Certain U.S. Federal Income Tax Considerations” in the Tender and Exchange Offer Memorandum for a discussion of the U.S. federal income tax considerations that may be relevant to such exchange of 2023 Notes.


A summary of the final pricing of the Exchange Offer relating to the 2022 Notes appears below:

2022 Notes Exchange  Clearing Spread

Reference U.S. Treasury Rate

2022 Notes Exchange Yield

2022 Notes Exchange Price

2022 Notes Exchange Ratio

Exchange Series Acceptance Amount

Net Exchange Accrued Interest

40 basis points

2.658 per cent.

3.058 per cent.

110.477 per cent.

100.065214 per cent.

U.S.$44,353,000

1.724 per cent.

A summary of the final pricing of the Exchange Offer relating to the 2023 Notes appears below:

2023 Notes Exchange  Clearing Spread

Reference U.S. Treasury Rate

2023 Notes Exchange Yield

2023 Notes Exchange Price

2023 Notes Exchange Ratio

Exchange Series Acceptance Amount

Net Exchange Accrued Interest

45 basis points

2.658 per cent.

3.108 per cent.

113.009 per cent.

102.358589 per cent.

U.S.$68,206,000

1.618 per cent.

New 2024 Notes

 

In respect of the New 2024 Notes to be issued pursuant to the Exchange Offers, the aggregate nominal amount of the New 2024 Notes to be issued will be U.S.$114,177,000 and the New 2024 Notes Price will be 110.405 per cent. of the nominal amount of the New 2024 Notes.

 

A summary of the final pricing of the New 2024 Notes appears below:

New 2024 Notes Spread

Reference U.S. Treasury Rate

New 2024 Notes Yield

New 2024 Notes Price

Aggregate nominal amount of New 2024 Notes

65 basis points

2.658 per cent.

3.308 per cent.

110.405 per cent.

U.S.$114,177,000

The expected Settlement Date for the Offers is 7 March 2018.

 

Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs International Bank, HSBC Bank plc and J.P. Morgan Securities plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Information, Tender and Exchange Agent.


DISCLAIMER This announcement must be read in conjunction with the Tender and Exchange 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 and Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender and Exchange Offer Memorandum comes are required by the Issuer, the Dealer Managers and the Information, Tender and Exchange Agent to inform themselves about, and to observe, any such restrictions.

 

United States

This announcement is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any New Notes or other securities in the United States. The New Notes have not been, and will not be, registered under the US Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States unless registered under, pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.

 

PUBLIC RELATIONS OFFICE