Hungary Tender Offer Indicative Results (4134M)

TIDM63DW

RNS Number : 4134M

Hungary

11 January 2023

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

January 11, 2023

HUNGARY ANNOUNCES INDICATIVE SERIES ACCEPTANCE AMOUNTS AND CLEARING SPREADS FOR THE PURPOSES OF ITS TENDER OFFERS FOR EACH OF ITS OUTSTANDING U.S.$2,000,000,000 5.750% NOTES DUE 2023 (OF WHICH U.S.$1,151,760,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$1,642,972,000 IS OUTSTANDING).

Further to its announcement on January 4, 2023, 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 the November 2023 Notes and the March 2024 Notes (as defined below) for the purposes of its invitations to eligible holders of its outstanding (a) U.S.$2,000,000,000 5.750% Notes due 2023 (of which U.S.$ 1,151,760,000 is outstanding) (the "November 2023 Notes") (ISIN: US445545AJ57 / CUSIP: 445545AJ5) and (b) U.S.$2,000,000,000 5.375% Notes due 2024 (of which U.S.$ 1,642,972,000 is outstanding) (the "March 2024 Notes") (ISIN: US445545AL04 / CUSIP: 445545AL0) (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 Offeror's Tender Offer Memorandum dated January 4, 2023 (the "Tender Offer Memorandum").

Copies of the Tender Offer Memorandum are available from the Information and Tender Agent as set out below. 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

The Offers expired as at the Expiration Deadline of 5:00 p.m. (New York City Time) / 11:00 p.m. (Central Europe Time) on January 10, 2023.

In the event that the Offeror decides to accept valid tenders of Notes pursuant to the Offers, the Offeror expects to set the Series Acceptance Amount for the November 2023 Notes at U.S.$380,300,000 and for the March 2024 Notes at U.S.$619,700,000. On the basis of each such Series Acceptance Amount, the Offeror expects to set the November 2023 Notes Clearing Spread at 20 basis points and the March 2024 Notes Clearing Spread at 20 basis points.

Accordingly, the Offeror expects to accept the November 2023 Notes and March 2024 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with an indicative Scaling Factor of approximately (i) 83.3627% in the case of the November 2023 Notes and (ii) 83.3637% in the case of the March 2024 Notes. The Offeror 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 11, 2023. As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) 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 relevant Benchmark Security Rate, each Purchase Yield, each Purchase Price and the Accrued Interest for each Series and any Scaling Factor(s).

BNP Paribas, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, and J.P. Morgan SE are acting as Dealer Managers and Kroll Issuer Services Limited is acting as Information and Tender Agent.

 
                 BNP Paribas                         Citigroup Global Markets Europe 
          16, boulevard des Italiens                                AG 
                 75009 Paris                                  Reuterweg 16, 
                    France                           Frankfurt am Main, DE-HE 60323, 
         Telephone: [phone]                            Germany 
       Attention: Liability Management                 Telephone: [phone]; 
                    Group                       Email: [e-mail] 
  Email: [e-mail]        ; Attention: Liability Management 
                                                                  Group 
      Deutsche Bank Aktiengesellschaft                  Goldman Sachs Bank Europe 
            Mainzer Landstr. 11-17                                  SE 
           60329 Frankfurt am Main                              Marienturm 
                   Germany                                  Taunusanlage 9-10 
            Tel: [phone]                       D-60329 Frankfurt am Main 
       Attention: Liability Management                           Germany 
                    Group 
                                                          Tel.: [phone] 
                                                   Email: [e-mail] 
                                                     Attention: Liability Management 
                                                                  Group 
                                      J.P. Morgan SE 
                                  Taunustor 1 (TaunusTurm) 
                                  60310 Frankfurt am Main 
                                          Germany 
                                   Tel: [phone] 
                              Email: [e-mail] 
                              Attention: Liability Management 
 
                             THE INFORMATION AND TENDER AGENT 
                               Kroll Issuer Services Limited 
                                         The Shard 
                                  32 London Bridge Street 
                                       London SE1 9SG 
                                       United Kingdom 
                               Telephone: [phone] 
                                Attention: Illia Vyshenskyi 
                                Email: [e-mail] 
                        Website: https://deals.is.kroll.com/hungary 
 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Dealer Managers, the Information and Tender Agent or the Offeror makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offers.

The Tender Offer Memorandum does not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

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January 11, 2023 06:00 ET (11:00 GMT)