REG - Angola(Republic of) - Republic of Angola Announces Tender Offer

Standard CharteredAnnouncement

24/03/2026 11:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260324:nRSX8839Xa&default-theme=true

RNS Number : 8839X  Angola (The Republic of)  24 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

The Republic of Angola Announces an Invitation to Purchase for Cash its
Existing Notes Listed Below

24 March 2026 - The Republic of Angola ("Angola" or the "Republic") announces
that it has today launched an invitation to eligible holders (the
"Noteholders") of its outstanding U.S.$1,750,000,000 8.25 per cent. Notes due
2028 (Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A
ISIN: US035198AB62; Rule 144A CUSIP number: 035198AB6; Rule 144A Common Code:
181968087) (the "Existing Notes") to tender such Existing Notes for purchase
by the Republic for cash up to an amount such that the total Purchase Price
(excluding Accrued Interest) (each as defined herein) is equal to the Maximum
Aggregate Purchase Price (as defined below) (the "Offer"), on the terms and
subject to the conditions set forth in the tender offer memorandum dated 24
March 2026 (the "Tender Offer Memorandum").

All documentation relating to the Offer including the Tender Offer Memorandum
and any amendments or supplements thereto will be available to Noteholders via
the website for the Tender Offer accessible at:
https://debtxportal.issuerservices.citigroup.com
(https://debtxportal.issuerservices.citigroup.com) . The Offer is subject to
offer restrictions in, among other countries, the United Kingdom, Italy and
France, as described below. Capitalized terms used in this announcement but
not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

 

 Description of                  ISIN/CUSIP/Common Code                                                      Outstanding Principal Amount  Purchase Price(1)         Amount Subject to the Offer(2)

 Existing Notes

 8.25 per cent. Notes due 2028   Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A ISIN:   U.S.$ 1,750,000,000           U.S.$1,020.00             An amount of Existing Notes such that the aggregate Purchase Price to be paid
                                 US035198AB62; Rule 144A CUSIP number: 035198AB6; Rule 144A Common Code:

                         in respect of Existing Notes accepted for purchase is expected to be less than
                                 181968087                                                                                                 (the ("Purchase Price")   or equal to the gross proceeds of the New Notes issued less

                         U.S.$1,750,000,000.  The Maximum Aggregate Purchase Price is expected to be
                                                                                                                                                                     announced as soon as practicable following the pricing of the New Notes

 

 

 

1      The purchase price is presented per U.S.$1,000 of the original
principal amount of the Existing Notes accepted for purchase. In addition to
paying the applicable Purchase Price in respect of Existing Notes accepted for
purchase, the Republic will also pay accrued and unpaid interest on such
Existing Notes.

2      Subject to applicable law, the Republic expressly reserves the
right, but is not obligated to, increase or decrease the Maximum Aggregate
Purchase Price in its sole and absolute discretion without extending the
Expiration Deadline (as defined herein) or otherwise providing withdrawal
rights. The Republic also reserves the right not to accept any of the Existing
Notes for purchase pursuant to any of the Offer.

 

The Republic is not under any obligation to accept for purchase any Existing
Notes tendered pursuant to the Offer.  The acceptance for purchase by the
Republic of Existing Notes tendered pursuant to the Offer is at the sole and
absolute discretion of the Republic and tenders may be rejected by the
Republic for any reason.

Rationale for the Offer

The Republic is making the Offer (subject to the New Financing Condition and
the other terms and conditions set out in the Tender Offer Memorandum)
concurrently with the New Notes Offering (as defined herein) in order to
proactively and efficiently manage its external liabilities.

The Republic reserves the right to reject or accept any Existing Notes validly
tendered pursuant to the Tender Offer Memorandum in its sole and absolute
discretion.

Tender Consideration Payable to Noteholders

The Republic will pay for the Existing Notes accepted by it for purchase
pursuant to the Offer a tender consideration equal to (i) U.S.$1,020.00 per
U.S.$1,000 in principal amount of Existing Notes (the "Purchase Price") plus
(ii) Accrued Interest thereon (the "Tender Consideration").

The Republic will calculate any Accrued Interest with respect to Existing
Notes accepted for purchase, and the calculation will be final and binding on
all Noteholders whose Existing Notes were accepted for purchase, absent
manifest error.

Maximum Aggregate Purchase Price and Proration

The Republic is offering to purchase its outstanding Existing Notes for cash
up to an amount such that the total Purchase Price (excluding Accrued
Interest) is equal to the Maximum Aggregate Purchase Price, subject to the
conditions set forth in the Tender Offer Memorandum.

Subject to applicable law, the Republic expressly reserves the right, but is
not obligated to, increase or decrease the Maximum Aggregate Purchase Price in
its sole and absolute discretion without extending the Expiration Deadline or
otherwise providing withdrawal rights.

In the event that proration with respect to tendered Existing Notes is
required as a result of the Maximum Aggregate Purchase Price, such tenders
will be subject to proration on the basis described in the Tender Offer
Memorandum.

New Financing Condition

The Republic announced today its intention to issue one or more new series of
US dollar-denominated notes (the "New Notes" and such offering, the "New Notes
Offering"), subject to market conditions.  Whether the Republic will accept
for purchase Existing Notes validly tendered in the Offer is conditional
(unless such condition is waived by the Republic in its sole and absolute
discretion) upon the closing of the New Notes Offering on terms acceptable to
the Republic (as determined by the Republic in its sole and absolute
discretion) (the "New Financing Condition"). Even if the New Financing
Condition is satisfied, the Republic is not under any obligation to accept for
purchase any Existing Notes tendered pursuant to the Offer.

Existing Notes that are not tendered or accepted for purchase pursuant to the
Offer will remain outstanding.

Priority in Allocation of New Notes

The Republic will, in connection with the allocation of potential New Notes,
consider among other factors whether or not the relevant investor seeking an
allocation of the New Notes has, prior to pricing and allocation of the New
Notes, validly tendered or indicated a firm intention to tender their Existing
Notes pursuant to the Offer. Therefore, a Noteholder that wishes to subscribe
for any New Notes in addition to validly tendering Existing Notes or
indicating a firm intention to tender their Existing Notes for purchase
pursuant to the Offer may, at the sole discretion of the Republic, receive
priority in the allocation of the New Notes, subject to (i) the terms set out
in the Tender Offer Memorandum, (ii) the satisfaction of the New Financing
Condition and (iii) such Noteholder also making a separate application for the
purchase of such New Notes to a Dealer Manager (in its capacity as Joint Lead
Manager of the issue of the New Notes) in accordance with the standard new
issue procedures of such Joint Lead Manager and as set out below. The
aggregate principal amount of New Notes for which a Noteholder may receive
priority in allocation may be in an amount (determined at the sole discretion
of the Republic) up to the aggregate principal amount of the Existing Notes
validly tendered by such Noteholder in the Offer or the amount of the Existing
Notes such Noteholder has indicated its firm intention to tender. However the
Republic is not obliged to allocate any New Notes to a Noteholder who has
validly tendered or indicated a firm intention to tender Existing Notes
pursuant to the Offer; and if New Notes are allocated to a Noteholder, the
principal amount thereof may be less (or more) than the aggregate principal
amount of the Existing Notes validly tendered by such Noteholder in the Offer
and accepted for purchase by the Republic. Any such priority allocation will
also take into account (among other factors) the minimum denomination of the
New Notes, being U.S.$200,000 and integral multiples of U.S.$1,000 in excess
thereof.

Noteholders are advised that the pricing and allocation of the New Notes will
likely take place prior to the Expiration Deadline and, as such, Noteholders
who wish to subscribe for New Notes in addition to tendering Existing Notes
for purchase in the Offer are advised to contact a Dealer Manager, in its
capacity as a Joint Lead Manager, as soon as possible prior to the allocation
of the New Notes in order to request priority in the allocation of the New
Notes.

In the event that a Noteholder validly tenders Existing Notes pursuant to the
Offer, such Existing Notes will remain subject to such tender and the
conditions set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of any New Notes for
which it has applied.

Expected Timetable of Events

The times and dates below are indicative only.

 Event                                                                            Expected Times and Dates
 Commencement Date and Announcement of the New Notes Offering
 Offer announced via the Clearing Systems and published by way of announcement    24 March 2026
 on a Notifying News Service and on the website of the London Stock Exchange.
 Tender Offer Memorandum available via the Tender Offer Website.
 Announcement of Maximum Aggregate Purchase Price
 Announcement of the Maximum Aggregate Purchase Price.                            As soon as practicable following the pricing of the New Notes, expected to be
                                                                                  on 25 March 2026
 Expiration Deadline
 Deadline for receipt of valid Tender Instructions by the Tender Agent in order   5:00 p.m., New York City time on 30 March 2026
 for Noteholders to be able to participate in the Offer (in accordance with the
 conditions thereto), unless extended or earlier terminated by the Republic. In
 the case of an extension, the Expiration Deadline will be such other date and
 time as so extended and modified as provided below.
 Results Announcement Date
 Announcement of the aggregate original principal amount of the Existing Notes    As soon as practicable after the Expiration Deadline, expected to be 31 March
 that the Republic intends to accept for purchase (subject to satisfaction or     2026.
 waiver of the New Financing Condition on or prior to the Settlement Date), and
 whether any proration of the Existing Notes tendered  will occur, and if so,
 the relevant proration factor(s) distributed via the Clearing Systems and
 published by way of announcement on a Notifying News Service and on the
 website of the London Stock Exchange.
 Settlement Date
 Subject to satisfaction or waiver of the New Financing Condition on or prior     Expected to be on or about 1 April 2026.
 to the Settlement Date, the expected Settlement Date for the Offer.

 

 

The above times and dates are subject to the right of the Republic in its sole
and absolute discretion to extend, re-open, amend, and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any bank, securities broker, custodian
or other intermediary through which they hold Existing Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.

Tender Instructions

In order to participate in and be eligible to receive the Tender Consideration
pursuant to the Offer, Noteholders must validly tender their Existing Notes by
delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration Deadline.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum at "Further Information and Terms and
Conditions-Amendment and Termination".

Noteholders are advised to check with any bank, securities broker, custodian
or other intermediary through which they hold Existing Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer by the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified in the Tender Offer Memorandum.

Tender Instructions must be submitted in the Minimum Denomination based on
original principal amounts of Existing Notes equal to U.S.$200,000 in
principal amount and integral multiples of U.S.$1,000 in principal amount
thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial
owner of Existing Notes.

Disclaimer

This announcement does not contain the full terms and conditions of the
Offer.  The terms and conditions of the Offer are contained in the Tender
Offer Memorandum, and are subject to the offer restrictions set out below and
more fully described therein.

Further information

Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan
Securities plc and Standard Chartered Bank (together, the "Dealer Managers")
have been appointed by the Republic to serve as dealer managers for the Offer.
Citibank N.A., London Branch (the "Tender Agent") has been appointed by the
Republic to act as the tender agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact
Citigroup Global Markets Limited by email at
liabilitymanagement.europe@citi.com or by telephone at +44 20 7986 8969
(Europe) / +1 (800) 558 3745 (U.S. Toll Free) / +1 (212) 723 6106 (U.S.),
Deutsche Bank AG, London Branch by telephone at +44 20 7545 8011, J.P. Morgan
Securities plc by email at em_europe_lm@jpmorgan.com or by telephone at +44 20
7134 2468 and Standard Chartered Bank by email at liability_management@sc.com
(mailto:liability_management@sc.com) or by telephone at +44 20 7885 5739.
Requests for documents and questions regarding the tender of Notes may be
directed to the Tender Agent via email: citiexchanges@citi.com or telephone:
London: +44 20 7508 3867.

The Tender Offer Memorandum is expected to be distributed to Noteholders
beginning today. A copy of the Tender Offer Memorandum is available on the
tender offer website accessible at:
https://debtxportal.issuerservices.citigroup.com
(https://debtxportal.issuerservices.citigroup.com) .

The Tender Consideration, if paid by the Republic with respect to the Existing
Notes, will not necessarily reflect the actual value of such Existing Notes.
Noteholders should analyze the value of the Existing Notes and make an
independent assessment of the terms of the Offer. None of the Republic, the
Dealer Managers or the Tender Agent or any of their respective affiliates
makes any recommendation as to whether any holder of the Existing Notes should
tender or refrain from tendering all or any portion of the principal amount of
the Existing Notes and no one has been authorized by any of them to make any
such recommendation.

Important Information

This communication is not for public distribution, directly or indirectly, in
or into, the United States, or any other jurisdiction where to do so would be
unlawful. Nothing in this communication shall constitute an offer to sell or
the solicitation of an offer to buy securities in the United States, or any
jurisdiction in which such offer or sale would be unlawful. The Offer and the
distribution of this communication and other information in connection with
the transactions referred to herein may be restricted by law and persons into
whose possession this communication 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.

###

United Kingdom

None of this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer has been approved by an authorized person
for the purposes of section 21 of the Financial Services and Markets Act 2000,
as amended (the "FSMA"). Accordingly, none of this announcement, the Tender
Offer Memorandum nor any such documents and/or materials are being distributed
to, and must not be passed on to, the general public in the United Kingdom.
The communication of this announcement, the Tender Offer Memorandum and/or
such documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that they are only
directed at and may only be communicated to: (1) persons who are outside of
the United Kingdom; (2) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (3) those persons who are within Article 43(2) of the
Order; or (4) any other persons to whom they may lawfully be communicated
under the Order (all such persons together being referred to as "relevant
persons").

This announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are only available to relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.

France

The Offer is not being made, directly or indirectly, to the general public in
the Republic of France. Neither this announcement, the Tender Offer Memorandum
nor any other documentation or material relating to the Offer (including
memorandums, information circulars, brochures or similar documents) has been
distributed to, or is being distributed to, the general public in the Republic
of France and only qualified investors (investisseurs qualifiés), within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") are eligible to participate in the Offer. This
announcement, the Tender Offer Memorandum and any other document or material
related to the Offer have not been and will not be submitted to the clearance
procedures of the Autorité des marchés financiers.

 

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in Italy as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Italian Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Existing Notes that are located in Italy
can tender Existing Notes for purchase in the Offer through authorised persons
(such as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with the
Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended from time to time) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Existing Notes or the Offer or this announcement, the Tender Offer Memorandum.

 

United States

This communication is not an offer of New Notes for sale in the United States.
The New Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States.
Accordingly, the New Notes may not be offered or sold in the United States, or
to or for the account or benefit of, U.S. persons absent registration under,
or pursuant to an applicable exemption from, the registration requirements of
the Securities Act and in compliance with any relevant state securities laws.
There will be no public offer of New Notes in the United States.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENJIMMTMTBTBIF



            Copyright 2019 Regulatory News Service, all rights reserved