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NEWS

16. 5. 2017

US$ 1,092,289,000 Tender of Outstanding US$ 1,079,271,000 5.5% Notes due 2022, US$ 1,105,113,000 5.85% Notes due 2023 and US$ 1,350,008,000 5.25% Notes due 2024 and reopening of the Outstanding € 1 bn 1.250% Notes due 2027 and € 1 bn 1.750% Notes due 2040

Ljubljana, 16 May 2017 - On Tuesday 9th of May, the Republic of Slovenia (the “Republic”) rated Baa3 (positive) /A (positive) /A- (stable) (Moody’s/S&P/Fitch) announced a modified Dutch auction (“MDA”), offering to purchase for cash up to US$ 750m of its outstanding debt. At the same time, the Republic announced a potential EUR new issue to follow subject to market conditions. The MDA targeted the Republic’s US$ 1,079.271m 5.500% Notes due 2022, US$ 1,105.113m 5.850% Notes due 2023 and US$ 1,350.008m 5.250% Notes due 2024 (the same notes tendered in May 2016, Aug 2016, Oct 2016 and Mar 2017). The offer was announced as part of the Republic’s effective debt management strategy aimed at optimizing its cost of debt and providing liquidity to accepted holders.

As at the Expiration Deadline of 17:00 CET on 15th of May 2017, the Republic received valid tenders for purchase of US$ 1,371.139m in aggregate nominal amount of Notes. In line with its effective government debt management objective, the Republic purchased US$ 1,092,289,000 in aggregate nominal amount of the Notes (the “Final Acceptance Amount”), which is higher than the original anticipated acceptance amount of US$ 750m.  No scaling factor was applied. The Notes were purchased on a Non-Competitive basis only i.e. at the relevant Maximum Purchase Spread representing successful price and size outcome for the Republic.

 

TENDER OFFER TERMS AND RESULTS

 

2022 Notes Clearing Spread

Reference U.S. Treasury Rate

2022 Notes Purchase Yield

2022 Notes Purchase Price

Series Acceptance Amount

Accrued Interest

75 basis points

1.872%

2.622%

114.463%

U.S.$256,054,000

0.413%

2023 Notes Clearing Spread

Reference U.S. Treasury Rate

2023 Notes Purchase Yield

2023 Notes Purchase Price

Series Acceptance Amount

Accrued Interest

85 basis points

1.872%

2.722%

117.111%

U.S.$325,819,000

0.211%

2024 Notes Clearing Spread

Reference_U.S. Treasury Rate

2024 Notes Purchase Yield

2024 Notes Purchase Price

Series Acceptance Amount

Accrued Interest

 

50 basis points

2.362%

2.862%

114.532%

U.S.$510,416,000

1.385%

 

 

On Monday 15th of May 2017, the Republic announced the mandate for increases of the outstanding 1.250% notes due 22 March 2027 and the outstanding 1.750% notes due 3 November 2040 Regulation S transactions in dematerialized registered form.

 

On the back of supportive market conditions, Initial Price Thoughts were announced on Tuesday 16th of May at approximately 9:30 CET at mid-swaps + low 70s for reopening of March 2027 notes and mid-swaps + 105 / 110bps for reopening of November 2040 notes. The orderbooks were growing steadily, reaching a combined  size in excess of EUR 3.25bn (incl. 750m of Joint Lead Manager interest), which allowed the Republic to release price guidance at mid-swaps +70bps area for March 2027 notes and mid-swaps +105bps area for November 2040 notes at approximately 11:00 CET. The orderbooks have shown resilience and reached the combined size of EUR 5.25bn (incl. EUR 850m Joint Lead Manager interest), at which point the Republic set the spread at mid-swaps +65 bps for March 2027 notes and mid-swaps +105 bps for November 2040 notes at approximately 12:20 CET. Final terms were released at approximately 13:30 CET with the sizes set at EUR 1,000m for March 2027 notes and EUR 1,000m for November 2040 notes.

 

The transaction was successfully priced at approximately 18:00 CET with total combined demand at approximately EUR 5.85bn from 328 orders including EUR 915m Joint Lead Manager interest.

 

This deal marked the Republic’s fifth consecutive successful USD tender offer funded by EUR new issuance and allowed Slovenia to achieve its strategic goals of extending the overall duration of its debt stockpile and increasing the liquidity of its outstanding bonds at attractive all-in yields.

 

The above transactions follow the successful US$ 597,596,000 Debt Buyback and EUR 800m increase of March 2027 notes and EUR 500m increase of November 2040 notes that the Republic executed in March 2017.

 

Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs International Bank and J.P. Morgan jointly led tender offer and reopening transactions.

 

REPUBLIC OF SLOVENIA EUR 1,000M REOPENING OF THE OUTSTANDING 1.250% NOTES DUE 2027 AND EUR 1,000M REOPENING OF THE OUTSTANDING 1.750% NOTES DUE 2040:

 

FINAL TERMS

 

Issuer Rating:

 

Baa3 (positive) / A (positive) / A- (stable)

Pricing Date:

 

16 May 2017

Settlement Date:

 

23 May 2017

Transaction

 

Reopening of March 2027 Notes

Reopening of November 2040 Notes

Amount Outstanding

 

EUR 1,800,000,000

EUR 1,500,000,000

Increase Amount

 

EUR 1,000,000,000

EUR 1,000,000,000

Maturity Date:

 

22 March 2027

3 November 2040

Next Coupon Date:

 

22 March 2018

3 November 2017

Annual Coupon:

 

1.250%

1.750%

Re-offer Price:

 

98.014%

86.888%

Re-offer Spread vs. Mid-Swaps:

 

65bps

105bps

Re-offer Yield:

 

1.468%

2.495%

Government Benchmark:

 

DBR 0.250% Feb 2027

DBR 4.750% Jul 2040

Re-offer Spread vs. Benchmark:

 

103.5bps

143.7bps

ISIN:

 

SI0002103685

SI0002103677

Joint Lead Managers:

 

Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs International Bank and J.P. Morgan

 

IMPORTANT NOTICE:

 

THE INFORMATION HEREIN IS INDICATIVE ONLY. ALTHOUGH THE INFORMATION HEREIN IS REFLECTIVE OF THE TERMS OF THE SECURITIES CONTEMPLATED AS OF THE TIME OF THIS COMMUNICATION, THERE IS NO ASSURANCE THAT THE SECURITIES WILL ACTUALLY BE ISSUED. THE SECURITIES WILL BE ISSUED ON THE BASIS OF FINAL TERMS AND CONDITIONS THAT ARE EXPECTED TO BE DELIVERED TO INVESTORS PRIOR TO OR UPON SETTLEMENT. BEFORE MAKING ANY INVESTMENT DECISION AND ENTERING INTO ANY TRANSACTION IN RELATION TO THE SECURITIES, INVESTORS SHOULD TAKE STEPS TO ENSURE THAT THEY UNDERSTAND THE TRANSACTION AND HAVE MADE AN INDEPENDENT ASSESSMENT OF THE APPROPRIATENESS OF THE TRANSACTION IN THE LIGHT OF THEIR OWN OBJECTIVES. INVESTORS SHOULD MAKE SURE THAT THEY HAVE SUFFICIENT INFORMATION AVAILABLE IN RELATION TO THE REPUBLIC OF SLOVENIA BEFORE MAKING AN INVESTMENT IN THE SECURITIES. ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT LEAD MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS DOCUMENT OR THE ISSUER’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE.

 

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFORE. THE OFFER AND THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION IN CONNECTION WITH THE OFFER IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT 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. THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF ANY SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. THE ISSUER HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF ANY OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES AND WOULD ONLY DO SO BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER THAT WOULD CONTAIN DETAILED INFORMATION ABOUT THE REPUBLIC OF SLOVENIA. THIS ANNOUNCEMENT IS ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA THAT HAVE IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") WHO ARE ''QUALIFIED INVESTORS'' WITHIN THE MEANING OF ARTICLE 2(1)(2) OF THE PROSPECTUS DIRECTIVE. IN ADDITION, THIS ANNOUNCEMENT IS DIRECTED SOLELY AT (I) PERSONS OUTSIDE THE UNITED KINGDOM; OR (II) "INVESTMENT PROFESSIONALS", AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ''ORDER''); OR (III) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (''HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC'') OF THE ORDER; OR (IV) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED BY VIRTUE OF AN EXEMPTION TO SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR OTHERWISE IN CIRCUMSTANCES WHERE IT DOES NOT APPLY (ALL SUCH PERSONS IN (I)-(IV) ABOVE BEING ''RELEVANT PERSONS'').  ANY INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES WILL ONLY BE AVAILABLE TO AND WILL ONLY BE ENGAGED WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT ON THIS ANNOUNCEMENT.

 

A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME.

 

PUBLIC RELATIONS OFFICE