Republic of Turkey Announces Preliminary Results of Tender Offer

ANKARA, Türki̇ye, Sept. 26, 2024 /PRNewswire/ — The Republic of Turkey (“Türkiye”) previously announced a tender offer (the “Tender Offer”) to purchase its outstanding Old Notes (as defined in the table below) on the terms and subject to the conditions contained in the Tender Offer Memorandum, dated 24 September 2024 (the “Tender Offer Memorandum”).  Türkiye has instructed J.P. Morgan Securities plc, as the billing and delivering bank for the Tender Offer, to accept, subject to the terms and conditions contained in the Tender Offer Memorandum, valid Preferred Tenders of the Old Notes in an aggregate principal amount of U.S. $1,855,936,000, unchanged compared to the Maximum Purchase Amounts announced by Türkiye on 25 September 2024, and to accept none of the Non-Preferred Tenders of the Old Notes.  All capitalized terms used but not defined in this communication have the respective meanings specified in the Tender Offer Memorandum.

The Maximum Purchase Amounts and the aggregate principal amount of Preferred Tenders of each series that are expected to be accepted are shown in the table below. There will be no proration for Preferred Tenders. Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Tender Offer Memorandum and in accordance with the Permitted Tender Amounts. 

The settlement of the Tender Offer is scheduled to occur on Tuesday, 1 October 2024 (the “Tender Offer Settlement Date”), subject to change without notice.  Failure to deliver Old Notes on time may result, in Türkiye’s sole discretion, in any of the following: (i) the cancellation of a holder’s tender and the holder becoming liable for any damages resulting from that failure, and/or (ii) the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, the cancellation of a holder’s tender and the holder remaining obligated to purchase its allocation of New Notes in respect of its related Indication of Interest.  

Türkiye reserves the right, in its sole discretion, not to accept any or all Tender Orders and to terminate the Tender Offer for any reason.

The Tender Offer Memorandum may be downloaded from the Information Agent’s website at https://deals.is.kroll.com/turkiye or obtained from the Information Agent, Kroll Issuer Services Limited, at [email protected] or from any of the Dealer Managers.

The Dealer Managers for the Tender Offer are:

The Billing and Delivering Bank for this Tender Offer is: J.P. Morgan Securities plc.

The Information Agent for this Tender Offer is:

Kroll Issuer Services Limited
The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Bankers and Brokers: +44 20 7704 0880

Email: [email protected]

Website: https://deals.is.kroll.com/turkiye

Attention: Arlind Bytyqi

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.

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Important Notice

The distribution of materials relating to the New Notes Offering and the Tender Offer and the transactions contemplated by the New Notes Offering and the Tender Offer may be restricted by law in certain jurisdictions.  Each of the New Notes Offering and the Tender Offer is void in all jurisdictions where it is prohibited.  If materials relating to the New Notes Offering or the Tender Offer come into a holder’s possession, the holder is required by Türkiye to inform itself of and to observe all of these restrictions.  The materials relating to the New Notes Offering or the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the New Notes Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the New Notes Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Türkiye in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”

The Old Notes and New Notes may not be offered or sold and will not be offered or sold in Hong Kong by means of any document other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the “CWUMPO”), or (b) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the CWUMPO.

No advertisement, invitation or document relating to the Old Notes or New Notes has been or will be issued, or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Old Notes or New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

The offering of the New Notes has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation. Each Joint Book-Running Manager has represented and agreed that any offer, sale or delivery of the New Notes or distribution of copies of the New Notes Offering prospectus supplement or any other document relating to the New Notes in the Republic of Italy will be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation.

Any such offer, sale or delivery of the New Notes or distribution of copies of the New Notes Offering prospectus supplement or any other document relating to the New Notes in the Republic of Italy must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act”), CONSOB Regulation No. 20307 of 15 February 2018 and Legislative Decree No. 385 of 1 September 1993 (in each case as amended from time to time) and any other applicable laws and regulations; (ii) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementing guidelines of the Bank of Italy issued on 25 August 2015 (as amended on 10 August 2016 and on 2 November 2020); and (iii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.

None of the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has been or will be registered with the CONSOB pursuant to applicable Italian laws and regulations.  The Tender Offer is being carried out in Italy as an exempted offer pursuant to Article 101 bis, paragraph 3 bis of the Consolidated Financial Act and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Old Notes that are resident and/or located in Italy can tender the Old Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority. The Tender Offer Memorandum and the information contained therein are intended only for the use of its recipient and are not to be distributed to any third party resident and/or located in Italy for any reason.  No person resident or located in Italy other than the original recipients of this document may rely on it or its contents. Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the Old Notes or the Tender Offer.

The New Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”) and each Joint Book-Running Manager has represented and agreed that it has not offered or sold, and will not offer or sell any New Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

The New Notes Offering prospectus supplement and accompanying prospectus, and the Tender Offer Memorandum have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Neither the New Notes Offering nor the Tender Offer constitutes an offering of securities in Singapore pursuant to the Securities and Futures Act, 2001 of Singapore (the “SFA”).  Each Joint Book-Running Manager has represented and agreed that it has not offered or sold or caused the New Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such New Notes or cause such New Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the New Notes Offering prospectus supplement and accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such New Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) under Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to, and in accordance with the conditions specified in Section 275 of the SFA.

Neither the communication of the Tender Offer Memorandum nor the New Notes Offering prospectus supplement and accompanying prospectus nor any other offer material relating to the Tender Offer or the New Notes Offering has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). The Tender Offer Memorandum and the New Notes Offering prospectus supplement and accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the United Kingdom; (ii) those persons falling within the definition of investment professionals (contained in Article 19(5) of the FSMA (Financial Promotion) Order 2005 (as amended, the “Order”) or within Article 49(2) of the Order or other persons to whom they may be lawfully communicated under the Order (all such other persons together being referred to as “relevant persons”). Any investment or investment activity to which the Tender Offer Memorandum and the New Notes Offering prospectus supplement and accompanying prospectus relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Tender Offer Memorandum or the New Notes Offering prospectus supplement and accompanying prospectus or any of its contents. The New Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the New Notes Offering prospectus supplement and accompanying prospectus or any of its contents.

Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

SOURCE The Republic of Turkey

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