Republic of Colombia Proclaims Ultimate Outcomes of Tender Supply

This revised launch supersedes the prior launch by (i) lowering the combination principal quantity of Reinvestment Tenders and Easy Tenders, (ii) lowering the combination principal quantity of Reinvestment Tenders and Easy Tenders accepted and (iii) lowering the Most Buy Quantity, in every case in respect of each the 4.000% 2024 Bonds and eight.125% 2024 Bonds.

BOGOTÁ, Colombia, Feb. 2, 2023  /PRNewswire/ —

The Republic of Colombia (“Colombia“) beforehand introduced a young supply (the “Tender Supply“) to buy its excellent 4.000% International Bonds due 2024 (the “4.000% 2024 Bonds“) and eight.125% International Bonds due 2024 (the “8.125% 2024 Bonds“, and collectively with the 4.000% 2024 Bonds, the “Outdated Bonds“) on the phrases and topic to the situations contained within the Supply to Buy, dated January 24, 2023 (the “Supply to Buy“).  Colombia instructed J.P. Morgan Securities LLC, because the billing and delivering financial institution for the Tender Supply, to simply accept, topic to proration and different phrases and situations contained within the Supply to Buy, legitimate Reinvestment Tenders and Easy Tenders of the Outdated Bonds in an mixture principal quantity of U.S. $516,964,000.  All capitalized phrases used however not outlined on this communication have the respective meanings specified within the Supply to Buy.

The Most Buy Quantity and the combination principal quantity of Reinvestment Tenders and Easy Tenders of the Outdated Bonds and the combination principal quantity of Reinvestment Tenders and Easy Tenders of every collection which have been accepted are proven within the desk under. Applicable changes will probably be made in order that purchases are made within the minimal denominations set forth within the Supply to Buy.

The settlement of the Tender Supply occurred on Monday, January 30, 2023 (the “Tender Supply Settlement Date“).  Failure to ship Outdated Bonds on time might end result, in Colombia’s sole discretion, in any of the next: (i) the cancellation of a holder’s tender and the holder turning into responsible for any damages ensuing from that failure, and/or (ii) the supply of a buy-in discover for the acquisition of such Outdated Bonds, executed in accordance with customary brokerage practices for company fastened revenue securities, and/or (iii) within the case of Reinvestment Tenders, the cancellation of a holder’s tender and the holder remaining obligated to buy its allocation of New Bonds in respect of its associated Indication of Curiosity.  

Colombia reserves the correct, in its sole discretion, to not settle for all or any Tender Orders and to terminate the Tender Supply for any cause.

The Supply to Buy could also be downloaded from the Info Agent’s web site at www.dfking.com/colombia or obtained from the Info Agent, D.F. King & Co., Inc., at 1-866-342-4884 or from any of the Vendor Managers.

The Vendor Managers for the Tender Supply are:

The Billing and Delivering Financial institution for this Tender Supply was: J.P. Morgan Securities LLC

Questions relating to the Tender Supply could also be directed to the Vendor Managers on the above contact.

Colombia has filed a registration assertion (together with the prospectus) and the preliminary prospectus complement with the SEC for the New Bonds Providing.  Earlier than you make investments, it’s best to learn the prospectus in that registration assertion and different paperwork Colombia has filed with the SEC for extra full details about Colombia and the New Bonds Providing.  It’s possible you’ll get these paperwork without cost by visiting EDGAR on the SEC web site at http://www.sec.gov.  Alternatively, the Joint Ebook-Working Managers or the Vendor Managers, because the case could also be, will prepare to ship you the prospectus complement and the accompanying prospectus for the New Bonds Providing in case you request it by calling any considered one of them on the numbers specified above.

Essential Discover

The distribution of supplies referring to the New Bonds Providing and the Tender Supply and the transactions contemplated by the New Bonds Providing and the Tender Supply could also be restricted by regulation in sure jurisdictions.  Every of the New Bonds Providing and the Tender Supply is void in all jurisdictions the place it’s prohibited.  If supplies referring to the New Bonds Providing or the Tender Supply come right into a holder’s possession, the holder is required by Colombia to tell itself of and to watch all of those restrictions.  The supplies referring to the New Bonds Providing or the Tender Supply, together with this communication, don’t represent, and might not be utilized in reference to, a suggestion or solicitation in anywhere the place gives or solicitations are usually not permitted by regulation.  If a jurisdiction requires that the New Bonds Providing or the Tender Supply be made by a licensed dealer or supplier and a Vendor Supervisor or any affiliate of a Vendor Supervisor is a licensed dealer or supplier in that jurisdiction, the New Bonds Providing or the Tender Supply, because the case could also be, shall be deemed to be made by the Vendor Supervisor or such affiliate on behalf of Colombia in that jurisdiction.  House owners who might lawfully take part within the Tender Supply in accordance with the phrases thereof are known as “holders.”

This press launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities nor will there be any sale of the New Bonds or the Tender Supply in any state or different jurisdiction during which such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or different jurisdiction.  The providing of the New Bonds and the Tender Supply will probably be made solely by way of the New Bonds Providing prospectus complement and the accompanying prospectus and a suggestion to buy in Canada, beneath relevant exemptions from any prospectus or registration necessities.

The New Bonds could also be bought and the Tender Supply is made in Canada solely to purchasers buying, or deemed to be buying, as principal which might be accredited traders, as outlined in Nationwide Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted shoppers, as outlined in Nationwide Instrument 31-103 Registration Necessities, Exemptions and Ongoing Registrant Obligations, and who are usually not people. Any resale of the New Bonds should be made in accordance with an exemption from, or in a transaction not topic to, the prospectus necessities of relevant Canadian securities legal guidelines.

The New Bonds and the Outdated Bonds won’t be registered beneath Chilean Legislation No. 18,045, as amended, with the Comisión para el Mercado Financiero de Chile (Monetary Market Fee of Chile or “CMF”) and, accordingly, the New Bonds and the Outdated Bonds can’t and won’t be provided or bought to individuals in Chile besides in circumstances which haven’t resulted and won’t lead to a public providing beneath Chilean regulation, and in compliance with Norma de Carácter Common (Rule) No. 336, dated June 27, 2012, issued by the CMF.

The New Bonds might not be provided, bought or negotiated in Colombia, besides in compliance with Half 4 of Decree 2555 of 2010. The Supply to Buy and the New Bonds Providing prospectus complement and the accompanying prospectus don’t represent and might not be used for, or in reference to, a public providing as outlined beneath Colombian regulation.

The New Bonds are usually not supposed to be provided, bought or in any other case made accessible to and shouldn’t be provided, bought or in any other case made accessible to any retail investor within the European Financial Space (“EEA”). For these functions, a retail investor means an individual who’s one (or extra) of the next:

(a)        a retail consumer as outlined in level (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(b)       a buyer inside the which means of Directive (EU) 2016/97 as amended, the place that buyer wouldn’t qualify as an expert consumer as outlined in level (10) of Article 4(1) of MiFID II.

Consequently, no key data doc required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for providing or promoting the New Bonds or in any other case making them accessible to retail traders within the EEA has been ready and subsequently providing or promoting the New Bonds or in any other case making them accessible to any retail investor within the EEA could also be illegal beneath the PRIIPs Regulation.

The Outdated Bonds and New Bonds might not be provided or bought and won’t be provided or bought in Hong Kong by way of any doc aside from (a) in circumstances which don’t represent a suggestion to the general public inside the which means of the Firms (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Legal guidelines of Hong Kong) (the “CWUMPO”), or (b) to “skilled traders” as outlined within the Securities and Futures Ordinance (Cap. 571, Legal guidelines of Hong Kong) (the “SFO”) and any guidelines made thereunder, or (c) in different circumstances which don’t end result within the doc being a “prospectus” as outlined within the CWUMPO.

No commercial, invitation or doc referring to the Outdated Bonds or New Bonds has been or will probably be issued, or has been or will probably be within the possession of any particular person for the aim of challenge (in every case whether or not in Hong Kong or elsewhere), which is directed at, or the contents of that are more likely to be accessed or learn by, the general public in Hong Kong (besides if permitted to take action beneath the securities legal guidelines of Hong Kong) aside from with respect to the Outdated Bonds or New Bonds that are or are supposed to be disposed of solely to individuals outdoors Hong Kong or solely to “skilled traders” as outlined within the SFO and any guidelines made thereunder.

The Outdated Bonds and the New Bonds, and the Supply to Buy and the New Bonds Providing prospectus complement and the accompanying prospectus, and every other paperwork or supplies associated to such gives haven’t and won’t be registered with the Italian Securities Trade Fee (Commissione Nazionale per le Società e la Borsa or “CONSOB”) pursuant to relevant Italian legal guidelines and laws. The Tender Supply and the New Bond Providing are being carried out pursuant to the exemptions supplied for, with respect to the Tender Supply, in Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Monetary Act”) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 Could 1999, as amended; and, with respect to the New Bonds Providing, in article 1, paragraph 4, letter c), of Regulation (EU) 2017/1129.

Holders or helpful homeowners of the Outdated Bonds which might be resident and/or positioned in Italy can tender the Outdated Bonds for buy, and the New Bonds may be provided, bought and delivered, via licensed individuals (similar to funding companies, banks or monetary intermediaries permitted to conduct such actions in Italy in accordance with Regulation (EU) 2017/1129, the Consolidated Monetary Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with every other relevant legal guidelines and laws or with any necessities imposed by CONSOB or every other Italian authority. Every middleman should adjust to the relevant legal guidelines and laws regarding data duties vis à vis its shoppers in reference to the bonds or the related providing.

The New Bonds haven’t been and won’t be registered beneath the Monetary Devices and Trade Act of Japan (Act No. 25 of 1948, as amended, the “Monetary Devices and Trade Act”) and every Joint Ebook-Working Supervisor has represented and agreed that it has not provided or bought, and won’t supply or promote any New Bonds, straight or not directly, in Japan or to, or for the advantage of, any resident of Japan (as outlined beneath Article 6, Paragraph 1, Merchandise 5 of the Overseas Trade and Overseas Commerce Act of Japan (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, straight or not directly, in Japan or to, or for the advantage of, a resident of Japan, besides pursuant to an exemption from the registration necessities of, and in any other case in compliance with, the Monetary Devices and Trade Act and every other relevant legal guidelines, laws and ministerial tips of Japan.

Neither the Supply to Buy or the New Bonds Providing prospectus complement and accompanying prospectus, nor every other paperwork or supplies referring to the Tender Supply or the New Bonds Providing have been accepted by or will probably be submitted for the approval of, the Mexican Nationwide Banking and Securities Fee (Comisión Nacional Bancaria y de Valores; the “CNBV”) and, the New Bonds haven’t been and won’t be registered with the Mexican Nationwide Securities Registry (Registro Nacional de Valores) maintained by the CNBV, and subsequently the Outdated Bonds and New Bonds haven’t and might not be provided or bought publicly in Mexico. Nonetheless, traders that qualify as institutional or certified traders pursuant to the non-public placement exemption set forth in article 8 of the Mexican Securities Market Legislation (Ley del Mercado de Valores), could also be contacted in reference to, and will take part within the Tender Supply and New Bonds Providing, and may be provided with or buy New Bonds. The participation within the Tender Supply or the acquisition of New Bonds will probably be made beneath such investor’s personal accountability.

Neither the New Bonds Providing nor the Tender Supply is meant for any one that will not be certified as an institutional investor, in accordance with provisions set forth in Decision SMV No. 021-2013-SMV-01 issued by Superintendencia del Mercado de Valores (Superintendency of Capital Markets) of Peru, and as subsequently amended. No authorized, monetary, tax or every other type of recommendation is hereby being supplied.

The New Bond Providing prospectus complement and accompanying prospectus, and the Supply to Buy haven’t been and won’t be registered as a prospectus with the Financial Authority of Singapore. Neither the New Bonds Providing nor the Tender Supply constitutes an providing of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Every Joint Ebook-Working Supervisor has represented and agreed that it has not provided or bought or brought on the New Bonds to be made the topic of an invite for subscription or buy and won’t supply or promote such New Bonds or trigger such New Bonds to be made the topic of an invite for subscription or buy, and has not circulated or distributed, nor will it flow into or distribute, the New Bonds Providing prospectus complement and accompanying prospectus or every other doc or materials in reference to the supply or sale, or invitation for subscription or buy, of such New Bonds, whether or not straight or not directly, to individuals in Singapore aside from (i) to an institutional investor (as outlined in Part 4A of the SFA) beneath Part 274 of the SFA, (ii) to a related particular person (as outlined in Part 275(2) of the SFA) pursuant to Part 275(1), or any particular person pursuant to Part 275(1A), and in accordance with the situations laid out in Part 275, of the SFA, and (the place relevant) Regulation 3 of the Securities and Futures (Lessons of Traders) Laws 2018 of Singapore or (iii) in any other case pursuant to, and in accordance with the situations of, every other relevant provision of the SFA.

The place the New Bonds are subscribed or bought in reliance on an exemption beneath Sections 274 or 275 of the SFA, the New Bonds shall not be bought inside the interval of six months from the date of the preliminary acquisition of the bonds, besides to any of the next individuals:

• an institutional investor (as outlined in Part 4A of the SFA);

• a related particular person (as outlined in Part 275(2) of the SFA); or

• any particular person pursuant to a suggestion referred to in Part 275(1A) of the SFA,

until expressly specified in any other case in Part 276(7) of the SFA or Regulation 37A of the Securities and Futures (Presents of Investments) (Securities and Securities-based Derivatives Contracts) Laws 2018 of Singapore.

The place the New Bonds are subscribed or bought beneath Part 275 of the SFA by a related particular person which is: 

• a company (which isn’t an accredited investor (as outlined in Part 4A of the SFA)) the only enterprise of which is to carry investments and all the share capital of which is owned by a number of people, every of whom is an accredited investor; or

• a belief (the place the trustee will not be an accredited investor) whose sole function is to carry investments and every beneficiary of the belief is a person who’s an accredited investor, securities or securities-based derivatives contracts (every time period as outlined in Part 2(1) of the SFA) of that company or the beneficiaries’ rights and curiosity (howsoever described) in that belief shall not be transferred inside six months after that company or that belief has acquired the New Bonds pursuant to a suggestion made beneath Part 275 of the SFA besides:

The New Bonds Providing prospectus complement and accompanying prospectus will not be supposed to represent a suggestion or solicitation to buy or put money into the New Bonds described therein in Switzerland, besides as permitted by regulation. The New Bonds might not be publicly provided, straight or not directly, in Switzerland inside the which means of the Swiss Monetary Providers Act (“FinSA”) and won’t be admitted to any buying and selling venue (change or multilateral buying and selling facility) in Switzerland.

Neither the New Bonds Providing prospectus complement and accompanying prospectus nor every other providing or advertising materials referring to the New Bonds constitutes a prospectus as such time period is known pursuant to the FinSA, and neither the New Bonds Providing prospectus complement and accompanying prospectus nor every other providing or advertising materials referring to the New Bonds could also be publicly distributed or in any other case made publicly accessible in Switzerland.

Neither the communication of the Supply to Buy nor the New Bonds Providing prospectus complement and accompanying prospectus nor every other supply materials referring to the Tender Supply or the New Bonds Providing has been accepted by a certified particular person for the needs of part 21 of the Monetary Providers and Markets Act 2000 (the “FSMA”). The Supply to Buy and the New Bonds Providing prospectus complement and accompanying prospectus are solely being distributed to and are solely directed at (i) individuals who’re outdoors the United Kingdom; (ii) funding professionals falling inside Article 19(5) of the FSMA (Monetary Promotion) Order 2005 (as amended, the “Order”); or (iii) excessive internet price entities falling inside Articles 49(2)(a) to (d) of the Order (all such different individuals collectively being known as “related individuals”). Any funding or funding exercise to which the Supply to Buy and the New Bonds Providing prospectus complement and accompanying prospectus relate is obtainable solely to related individuals and will probably be engaged in solely with related individuals. Any one that will not be a related particular person mustn’t act or depend on the Supply to Buy or the New Bonds Providing prospectus complement and accompanying prospectus or any of its contents. The New Bonds will solely be accessible to, and any invitation, supply or settlement to subscribe, buy or in any other case purchase the New Bonds will probably be engaged in solely with, related individuals. Any one that will not be a related particular person mustn’t act or depend on the New Bonds Providing prospectus complement and accompanying prospectus or any of its contents.

The New Bonds are usually not supposed to be provided, bought or in any other case made accessible to and shouldn’t be provided, bought or in any other case made accessible to any retail investor within the United Kingdom (“UK”). For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail consumer, as outlined in level (8) of Article 2 of Regulation (EU) No 2017/565 because it kinds a part of home regulation by advantage of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a buyer inside the which means of the provisions of the FSMA and any guidelines or laws made beneath the FSMA to implement Directive (EU) 2016/97, the place that buyer wouldn’t qualify as an expert consumer, as outlined in level (8) of Article 2(1) of Regulation (EU) No 600/2014 because it kinds a part of home regulation by advantage of the EUWA. Consequently, no key data doc required by Regulation (EU) No 1286/2014 because it kinds a part of home regulation by advantage of the EUWA (the “UK PRIIPs Regulation”) for providing or promoting the New Bonds or in any other case making them accessible to retail traders within the UK has been ready and subsequently providing or promoting the New Bonds or in any other case making them accessible to any retail investor within the UK could also be illegal beneath the UK PRIIPs Regulation.

Contact data:

D.F. King & Co., Inc.
48 Wall Road, twenty second Ground
New York, New York 10005
Toll Free:  1-866-342-4884
E-mail:  colombia@dfking.com
Web site: www.dfking.com/colombia

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SOURCE Republic of Colombia