Government of Jamaica - Invitation for Offers to Tender for Cash the Notes Listed
Sep 04, 2019
The Government of Jamaica announced the commencement of an invitation for offers to tender for cash (the "Invitation") notes of each series listed in the table below (collectively, the "Old Notes", and each series thereof a "series" of Old Notes) such that the aggregate Purchase Price (as defined below) to be paid for the outstanding principal amount of Old Notes validly tendered and accepted for purchase by Jamaica pursuant to the Invitation is equal to a maximum purchase amount to be determined by Jamaica in its sole discretion (the "Aggregate Purchase Price"). The terms and conditions of the Invitation are set forth in the material dated Wednesday, September 4, 2019 (the "Invitation Material").
The Invitation is not conditioned upon any minimum participation of any series of Old Notes but is conditioned on, among other things, the pricing and closing of an international capital markets transaction in an amount acceptable to Jamaica.
The Invitation will commence on Wednesday, September 4, 2019 and will expire at 5:00 p.m., New York City time, on Tuesday, September 10, 2019 (the "Expiration Deadline") unless extended or earlier terminated by Jamaica in its sole discretion. Old Notes may be validly withdrawn at any time at or prior to the Expiration Deadline. The settlement of validly tendered and accepted Old Notes is scheduled to occur on Monday, September 16, 2019 (the "Settlement Date"). The purchase price for Old Notes of each series validly tendered and accepted pursuant to the Invitation will be the fixed price indicated in the table below per each U.S.$1,000 principal amount of Old Notes (the "Purchase Price"). Holders whose Old Notes are validly tendered and accepted for purchase will also receive any accrued and unpaid interest on such Old Notes up to (but excluding) the Settlement Date.
Eligible holders of Old Notes must tender Old Notes by requesting that the direct participant through which the holder holds its Old Notes submit, at or prior to the Expiration Deadline, such holder's offer to tender their Old Notes (an "Offer"), by properly instructing The Depository Trust Company, Inc. ("DTC"), Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking Luxembourg, société anonyme ("Clearstream, Luxembourg"), as applicable, in accordance with the procedures and deadlines established by such clearing system. Any holder that holds Old Notes through a custodian cannot submit an Offer directly and should instead contact its custodian to instruct the direct participant to submit an Offer on its behalf. There is no letter of transmittal for the Invitation. The acceptance of any Offers forwarded to DTC from Euroclear or Clearstream, Luxembourg after the Expiration Deadline will be in the sole discretion of Jamaica.
The total purchase price (the "Total Purchase Price") for an amount of Old Notes tendered will equal the principal amount of such Old Notes, multiplied by the Purchase Price indicated in the table above, plus accrued and unpaid interest on such Old Notes to (but excluding) the Settlement Date. If the Total Purchase Price for all validly tendered Old Notes, not including accrued and unpaid interest (the "Tendered Principal Purchase Price") would exceed the Aggregate Purchase Price, Jamaica will, in its sole discretion, select one or more series of Old Notes to be prorated on the basis of the same or different proration factors. If Jamaica accepts all or a portion of a holder's Offer of Old Notes of any series, the holder will be entitled to receive for such Old Notes the applicable Total Purchase Price, which will be paid on the Settlement Date, if the conditions of the Invitation are met.
Jamaica reserves the right, in its sole discretion, not to accept any or all Offers, to modify the Purchase Price for any or all series of Old Notes in accordance with the terms and conditions described in the Invitation Material, or to terminate the Invitation for any reason. In the event of a termination of the Invitation before the Settlement Date, the tendered Old Notes will be returned to the holder as promptly as practicable; provided that termination of the Invitation for any series of Old Notes does not affect the Offers for other series of Old Notes.
The Invitation Material may be downloaded from website of Global Bondholder Services Corporation (the "Information and Tender Agent") at http://gbsc-usa.com/Jamaica/ or obtained from the Information and Tender Agent, Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 (Tel. (212) 430-3774, or toll free (866) 924-2200) Attention: Corporate Actions, or from any of the Dealer Managers.