NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE OR THE MEMORANDUM (AS DEFINED BELOW).
8 November 2024
Ukraine
represented by the Minister of Finance of Ukraine
NOTICE OF HOLDING PERIOD distribution date and update on CASH PROCEEDS ARRANGEMENT
Ukraine, represented by the Minister of Finance of Ukraine (the "Issuer" or "Ukraine") hereby gives notice to the holders of the following securities issued by Ukraine (the "Existing Sovereign Notes") and the State Agency for Restoration and Development of Infrastructure of Ukraine ("Ukravtodor") (the "Ukravtodor Guaranteed Existing Notes") (each a "Series" and together, the "Existing Notes"):
| The Existing Sovereign Notes |
ISIN/Common Code/CUSIP |
| |
| U.S. Dollar 7.75 per cent. Notes due 2024 (the "2024 Notes") | Regulation S ISIN: XS1303921214 |
| |
| U.S. Dollar 7.75 per cent. Notes due 2025 (the "2025 Notes") | Regulation S ISIN: XS1303921487 |
| |
| U.S. Dollar 7.75 per cent. Notes due 2026 (the "2026A Notes") | Regulation S ISIN: XS1303925041 |
| |
| U.S. Dollar 8.994 per cent. Notes due 2026 (the "2026B Notes") | Regulation S ISIN: XS1902171591 |
| |
| U.S. Dollar 7.75 per cent. Notes due 2027 (the "2027 Notes") | Regulation S ISIN: XS1303925470 |
| |
| U.S. Dollar 7.75 per cent. Notes due 2028 (the "2028 Notes") | Regulation S ISIN: XS1303926528 |
| |
| U.S. Dollar 7.75 per cent. Notes due 2029 (the "2029 Notes") | Regulation S ISIN: XS1303927179 |
| |
| U.S. Dollar 9.750 per cent. Notes due 2030 (the "2030 Notes") | Regulation S ISIN: XS1902171757 |
| |
| U.S. Dollar 6.876 per cent. Notes due 2031 (the "2031 Notes") | Regulation S ISIN: XS2010028699 |
| |
| U.S. Dollar 7.375 per cent. Notes due 2034 (the "2034 Notes") | Regulation S ISIN: XS1577952952 |
| |
| U.S. Dollar 7.253 per cent. Notes due 2035 (the "2035 Notes") | Regulation S ISIN: XS2010030836 |
| |
| Euro 6.75 per cent. Notes due 2028 (the "2028 EUR Notes") | Regulation S ISIN: XS2015264778 |
| |
| Euro 4.375 per cent. Notes due 2032 (the "2032 EUR Notes") | Regulation S ISIN: XS2010033343 |
| |
| The Ukravtodor Guaranteed Existing Notes |
ISIN/Common Code/CUSIP
| ||
| U.S. Dollar 6.25 per cent. Guaranteed Amortising Notes due 2030 (the "Ukravtodor Guaranteed Existing Notes") | Regulation S ISIN: XS2357277149 | ||
1. Excludes Existing Notes owned or controlled by Ukraine or any public sector instrumentality of Ukraine.
that, following the Holding Period Termination Deadline of 5:00 p.m. (New York Time) on 30 October 2024, the distribution of the Mandatory Exchange Consideration by the Custodian to the Clearing Systems for onward distribution to all Holders that submitted Holding Period Exchange Instructions certifying their status as Eligible Holders by the Holding Period Termination Deadline was completed on 7 November 2024 and that the Holding Period Distribution Date has therefore occurred. Terms used in this Notice but not defined herein have the respective meanings given to them in the Notice of Settlement and of Holding Period Arrangement and Cash Proceeds Arrangement published by Ukraine on 9 September 2024 or Exchange Offer and Consent Solicitation Memorandum dated 9 August 2024, as amended and restated on 12 August 2024 and as further amended on 23 August 2024 (the "Memorandum"), as the case may be, which are available to Holders from the Exchange and Consent Website: https://projects.sodali.com/Ukraine, subject to eligibility confirmation and registration, or by contacting Sodali & Co (the "Information, Tabulation and Exchange Agent"), the contact details for which are set out at the end of this Notice.
Cash Proceeds Arrangement
As the Holding Period Termination Deadline has now passed, each:
(i) holder of Existing Notes that submitted (or arranged to have submitted on its behalf) a valid Participation Instruction on or before the Expiration Time certifying that it is not an Eligible Holder; and
(ii) holder of Existing Notes that did not submit (or arrange to have submitted on its behalf) a valid Participation Instruction on or before the Expiration Time, or a valid Holding Period Exchange Instruction on or before the Holding Period Termination Deadline, as the case may be,
is now subject to the Cash Proceeds Arrangement (as defined below). Ukraine is currently in the process of arranging for the Sales of the Mandatory Exchange Consideration to which such holders are entitled, and the Net Cash Proceeds (as defined below) of such Sales will be delivered to such Holders on the date falling on or around 5 Business Days following the completion of all such Sales of Mandatory Exchange Consideration (the "Cash Proceeds Distribution Date"). Ineligible Holders of a Series of Existing Notes who delivered a valid Participation Instruction on or prior to the Early Consent Deadline will also receive, on the Cash Proceeds Distribution Date, the Consent Fee.
Such Sales will be for cash and on terms that Ukraine determines are commercially reasonable, including without limitation by instructing one or more brokers to undertake the sales on market standard terms and provided that if Ukraine is unable to find buyers for all relevant New Securities in the open market within six months of the Holding Period Termination Deadline, any remaining New Securities shall be cancelled (such cancellation to be effected by a reduction in the principal amount of each relevant Global Note) and neither Ukraine, nor the Custodian, nor any broker or agent instructed in respect of such Sales, shall have any obligations or liability whatsoever in respect of such New Securities to any person.
Neither the Custodian nor Ukraine nor any broker will have any liability for any loss or alleged loss arising from such sale or a failure to procure any purchaser for such New Securities (or any of them). The proceeds of such Sales (net of the costs of sale including the fees of any marketing agent, placement agent, broker or underwriter appointed in relation to the Sales and any taxes and provisions for tax on sale or as a result of the Holding Period Arrangement) (the "Net Cash Proceeds") will be held for the benefit of similarly situated holders of the Existing Notes until such time as the Sales of all relevant Mandatory Exchange Consideration have been effected, and the pro rata shares of such Net Cash Proceeds will be delivered to the relevant Direct Participants in the relevant Clearing System on behalf of the holders of Existing Notes entitled to such Mandatory Substitute Consideration on the Cash Proceeds Distribution Date (the "Cash Proceeds Arrangement").
However, depending on market conditions, the volume of Mandatory Exchange Consideration sold or other developments, the Net Cash Proceeds may be less than the principal amount of the Mandatory Exchange Consideration that would otherwise have been due to such Holder had it been an Eligible Holder. Furthermore, such Net Cash Proceeds will not be available until after the completion of all Sales of the relevant Mandatory Consideration. Ukraine will not be obligated to pay any amount other than, or additional to, the Net Cash Proceeds, and payment of the Net Cash Proceeds will fully and finally discharge Ukraine's obligation to deliver the Mandatory Exchange Consideration to such relevant holders of Existing Notes.
A separate notice will be issued to announce the Cash Proceeds Distribution Date.
This Notice is released by Ukraine, represented by the Minister of Finance.
Any questions regarding the procedures outlined in this Notice may be directed to the Information, Tabulation and Exchange Agent at the address and telephone number specified below:
Sodali & Co:
| In London: London EC3V 4AB United Kingdom | In Stamford: 333 Ludlow Street South Tower, 5th Floor Stamford, CT 06902 United States of America | In Hong Kong: No. 28 Stanley Street Central Hong Kong |
| Telephone: +44 20 4513 6933 | Telephone: +1 203 658 9457 | Telephone: +852 2319 4130 |
Exchange and Consent Website: https://projects.sodali.com/Ukraine
Email: Ukraine@investor.sodali.com
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