Government of Jamaica Announces Results of Tender Offer for its 2017 Notes and 2019 Notes

KINGSTON, Jamaica, Aug. 12, 2016 /PRNewswire/ -- The Government of Jamaica ("Jamaica") announced today the aggregate principal amount of Preferred Tenders and Non-Preferred Tenders of each series listed in the table below (collectively, the "Old Notes", and each Old Note, a "series" of Old Notes) that have been validly tendered and accepted pursuant to its tender offer previously announced (the "Tender Offer") to purchase Old Notes for cash, subject to the terms and conditions contained in the Offer to Purchase, dated August 9, 2016 ("Offer to Purchase").  Capitalized terms not defined in this communication have the meanings specified in the Offer to Purchase.    

All Old Notes validly tendered in the Tender Offer have been accepted for purchase.  Jamaica also announced that the aggregate Total Price for all Old Notes accepted for purchase is US$870,991,691.  The Tender Offer expired as scheduled at 2:00 p.m., New York City time, on August 11, 2016.

____________

**  For each series of Old Notes, the approximate principal amount of New Notes allocated to a holder in respect of each US$ 1.00 principal amount of such holder's accepted Preferred Tender of Old Notes.

Holders of Old Notes held through DTC which have been validly tendered and accepted pursuant to the Tender Offer, must deliver their accepted Old Notes for settlement no later than 3:00 p.m., New York City time, on the Tender Offer Settlement Date.  Holders of Old Notes held through Euroclear or Clearstream which have been validly tendered and accepted pursuant to the Tender Offer, must deliver their Old Notes to the Billing and Delivering Bank using the overnight process, at the latest, one day prior to the Tender Offer Settlement Date and cannot use the optional daylight process.  The Tender Offer Settlement Date is expected to occur on Friday, August 19, 2016, subject to the terms and conditions set forth in the Offer to Purchase.

Failure to deliver Old Notes on time by any holders may result (i) in the cancellation of your Tender Order and in you becoming liable for any damages resulting from that failure, and/or (ii) in 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, in the cancellation of your tender and in your remaining obligation to purchase your allocation of New Notes in respect of your related Indication of Interest.

All Old Notes that were validly tendered pursuant to Tender Orders placed through a Dealer Manager and accepted by Jamaica will, subject to the conditions set forth in the Offer to Purchase, be purchased by the Billing and Delivering Bank.  Jamaica has determined to accept all such validly tendered Old Notes.  The Billing and Delivering Bank will only be liable for the payment of the Purchase Price and Accrued Interest for Old Notes accepted in the Offer subject to the satisfaction of the conditions set forth in the Dealer Manager Agreement, including, in particular, only to the extent of the amount of funds available from those deposited in the Escrow Account by Jamaica from the proceeds of the New Notes Offering (as defined below) in accordance with the Dealer Manager Agreement.  Jamaica will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Old Notes tendered in the Tender Offer by any holder.  Any holder who fails to make delivery in accordance with the Offer to Purchase shall not be entitled to receive any payment therefore unless Jamaica or the Billing and Delivering Bank, in their sole discretion, determine to waive any such failure. The Billing and Delivering Bank shall only have the obligation to sell to Jamaica the Old Notes validly tendered and accepted for purchase that the Billing and Delivering Bank has actually received pursuant to the Offer to Purchase on the date of settlement of the Tender Offer.

Jamaica has agreed to apply a portion of the net proceeds of its new notes offering priced on Thursday, August 11, 2016 (the "New Notes Offering") to purchase the Old Notes accepted pursuant to the Tender Offer from the Billing and Delivering Bank at the applicable Purchase Price plus accrued interest.  Accordingly, the Tender Offer is conditioned upon the closing of the New Notes Offering, the funding of the Escrow Account (as defined in the Offer to Purchase) with a portion of the net proceeds of the New Notes Offering, and the Dealer Manager Agreement relating to the Tender Offer not being terminated prior to or at the time of the settlement of the Tender Offer.  

Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as Dealer Managers for the Tender Offer, and questions regarding the Tender Offer may be directed to the contact information below:

The Offer to Purchase may be downloaded from the Information Agent's website at http://www.gbsc-usa.com/Jamaica/ or obtained from the Information Agent, Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006 (Tel. (212) 430 3774, or toll free (866) 470-3900) Attention: Corporate Actions, or from any of the Dealer Managers.

Important Notice

The distribution of materials relating to the Tender Offer or the New Notes Offering and the transactions contemplated by the Tender Offer and the New Notes Offering may be restricted by law in certain jurisdictions.  Each of the Tender Offer and the New Notes Offering is void in all jurisdictions where it is prohibited.  If materials relating to the Tender Offer or the New Notes Offering come into your possession, you are required by Jamaica to inform yourself of and to observe all of these restrictions.  The materials relating to the Tender Offer and the New Notes Offering, 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 Tender Offer or the New Notes Offering 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 Tender Offer or the New Notes Offering, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

In any EEA Member State this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Directive. This Tender Offer does not constitute an offer to sell or the solicitation of an order to buy any New Notes.  The New Notes will only be offered in jurisdictions and upon such conditions where it is legal to make such offers.  The offer of the New Notes is restricted in certain jurisdictions by law.  In any EEA Member State the offer of the New Notes is only addressed to and directed at qualified investors within the meaning of the Prospectus Directive.

Austria

Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.  If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and the Dealer Managers or its respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or affiliate in such jurisdiction.

The distribution of the Tender Offer in certain jurisdictions may be restricted by law.  Persons into whose possession the Offer Document comes are required by Jamaica, the Dealer Managers, the Information Agent and the Billing and Delivering Bank to inform themselves about, and to observe, any such restrictions as set out in the "Jurisdictional Restrictions" section of the Offer to Purchase.

Belgium

The Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6 of the Belgian Law of April 1, 2007 on takeover bids (the "Takeover Law").  The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and any other offer material relating to the Tender Offer has not been, and will not be, approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten).

Accordingly, the Offer Document may only be advertised, offered or distributed in any way, directly or indirectly, to any persons located and/or resident in Belgium who qualify as "Qualified Investors" as referred to in Article 6, §3, 1° of the Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Takeover Law.

Canada

The Offer is only available in Canada to persons that are accredited investors within the meaning of National Instrument 45-106 of the Canadian Securities Administrators.

France

The Tender Offer is not being made, directly or indirectly, to the public in France.  Neither this announcement nor any other documents or materials relating to the Tender Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code monétaire et financier and/or (iii) the other legal entities referred to in Articles L.341-2 1° and D.341-1 of the French Code monétaire et financier are eligible to participate in the Offer.  The Offer has not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorité des marchés financiers.

Germany

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF THE OLD NOTES.  NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED THEREIN CONSTITUTE AN OFFER, OR AN ADVERTISEMENT, OR AN OFFER FOR SALE OF SECURITIES.  NEITHER THIS ANNOUNCEMENT NOR THE OFFER CONSTITUTE OR ARE INTENDED FOR PLACEMENT OF SECURITIES.

Hong Kong

With respect to persons in Hong Kong, the Tender Offer is only made to, and is only capable of acceptance by, professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder ("professional investors").  No person or entity may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Old Notes or the Tender Offer, 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, including in circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) other than with respect to Old Notes which are or are intended to be tendered only by persons outside Hong Kong or only by "professional investors" as defined in the SFO and any rules made thereunder.

Italy

The announcement has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, the Tender Offer may not be promoted, and copies of this announcement may not be delivered, to Holders resident or located in Italy, other than (i) to qualified investors (investitori qualificati) (as defined in Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation")), pursuant to Article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of May 14, 1999, as amended, or (ii) in any other circumstances where an express exemption from compliance with the restrictions on public offers to purchase applies.

Holders or beneficial owners of the Old Notes may tender their Old Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Italian Legislative Decree No. 58 of February 24, 1998, as amended, the Intermediaries Regulation and Italian Legislative Decree No. 385 of September 1, 1993, each as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.

This announcement and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident 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.

Jamaica

This announcement has not been and is not required to be registered with the Financial Services Commission pursuant to the Jamaican Securities Act.  No purchase of any securities in connection with this Tender Offer can be completed in Jamaica unless the purchase is made by or through a securities dealer registered with the Financial Services Commission or an exempt dealer (being a bank). However, Jamaican law does not prevent a Jamaica resident from selling securities outside the jurisdiction.

Luxembourg

In Luxembourg, this announcement has been prepared on the basis that the USD Notes Offering and the Tender Offer will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to produce a prospectus for offers of securities.

Switzerland

The Tender Offer is made in Switzerland on the basis of a private offer, not as a public offering.  Neither this document nor any other offering or marketing material relating to the Tender Offer constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this document nor any other offering or marketing material relating to the Tender Offer may be publicly distributed or otherwise made publicly available in Switzerland.

United Kingdom

Neither the communication of this announcement nor any other offer material relating to the Tender Offer has been approved, by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000.  This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such other persons together being referred to as "relevant persons").  Any investment or investment activity to which this announcement relates 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 this announcement or any of its contents.

SOURCE Government of Jamaica