The Government of Barbados Announces an Offer to Purchase for Cash its Notes Listed Below

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

BRIDGETOWN, Barbados, Sept. 9, 2022 /PRNewswire/ -- The Government of Barbados (the "Offeror") announces that it has today launched an offer to purchase for cash, at a price to be determined pursuant to a modified Dutch auction, its Notes (as defined below) subject to satisfaction or waiver of the New Financing Condition and the Maximum Aggregate Consideration Amount (each as defined below) and the other conditions described in the tender offer memorandum dated 9 September 2022 (the "Tender Offer Memorandum").

Offer to Purchase the Offeror's Notes

9 September 2022 -The Government of Barbados announces that it has today launched an offer to holders (the "Noteholders") of its outstanding (i) U.S.$530,595,100.00 6.500% Notes due 2029 (the "Notes") to purchase for cash up to U.S.$70,000,000.00 of the Notes in aggregate tender consideration (including accrued interest) (the "Maximum Aggregate Consideration Amount") on the terms and subject to the conditions set forth in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Notes have an aggregate nominal amount outstanding as set forth in the table below. In the event that the aggregate tender consideration for the Notes validly tendered and accepted for purchase (including accrued interest) exceeds the Maximum Aggregate Consideration Amount (and the Offeror has not accepted in its sole and absolute discretion, subject to applicable law, more than the Maximum Aggregate Consideration Amount for purchase up to such excess aggregate tender consideration (including accrued interest) for the Notes so validly tendered), the Notes will be subject to the proration procedures described in 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 Offer accessible at: www.dfking.com/barbados. The Offer is subject to offer and distribution restrictions in, among other countries, the United Kingdom, Italy and Belgium, as described below.

Summary of the Offer

The Offeror is offering to the holders of the Notes (the "Offer") to tender their Notes for purchase by the Offeror for cash on the terms and subject to the Maximum Aggregate Consideration Amount and the New Financing Condition and the other conditions set out in the Tender Offer Memorandum.

Subject to satisfaction or waiver of the New Financing Condition (as defined below), if the Offeror decides to accept for purchase valid tenders of the Notes pursuant to the Offer, the Offeror intends to accept an aggregate amount of Notes for purchase up to the Maximum Aggregate Consideration Amount. Subject to applicable law, the Offeror expressly reserves the right, in its sole and absolute discretion, to purchase more or less than the Maximum Aggregate Consideration Amount or not to accept any Notes for purchase pursuant to the Offer.

Rationale for the Offer

The Offeror is making the Offer (subject to the New Financing Condition (as defined below)) in connection with the Offeror's governmental debt management and as part of a broader refinancing operation to channel savings from the operation towards certain conservation and sustainability efforts.

All Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

Tender Consideration

The Offeror will pay a purchase price for the Notes accepted for purchase pursuant to the Offer to be determined pursuant to a modified Dutch auction process as described in the Tender Offer Memorandum and will also pay an Accrued Interest Payment in respect of such Notes.

The Offeror will calculate any Accrued Interest with respect to the Notes accepted for purchase in accordance with the terms and conditions of the Notes, and the calculation will be final and binding on all Noteholders whose Notes were accepted for purchase, absent manifest error.

The Offeror reserves the right, in its sole and absolute discretion, to modify in any manner and at any time any of the terms and conditions of the Offer.

New Financing Condition

Whether the Offeror will accept for purchase Notes validly tendered in the Offer is subject (unless such condition is waived by the Offeror in its sole and absolute discretion), without limitation, the execution by the Offeror as the borrower of a multicurrency term facility agreement being arranged by Credit Suisse International as Global Lead Arranger and FirstCaribbean International Bank (Barbados) Limited as Domestic Lead Arranger and Facility Agent and satisfaction of any conditions precedents therein or such other financing as the Offeror may determine on terms acceptable to it (in each case as determined by the Offeror in its sole and absolute discretion) (the "New Financing Condition").

Even if the New Financing Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.

Acceptance Amount And Proration

Under the modified Dutch auction procedure described in the Tender Offer Memorandum, the Offeror will determine, in its sole discretion, the aggregate principal amount of Notes (if any) it will accept for purchase (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) pursuant to the Offer (the "Acceptance Amount") and a single cash purchase price for each U.S.$100 in principal amount of Notes at which it will purchase Notes on the Settlement Date, that have been validly tendered pursuant to the Tender Offer, taking into account the Maximum Aggregate Consideration Amount, the Minimum Purchase Price, the Maximum Purchase Price and the aggregate principal amount of Notes so tendered and the prices at which such Notes are so tendered (or deemed to be tendered), as set out below. The Offeror is under no obligation to purchase any Notes pursuant to the Offer and reserves the right to accept significantly more or less (or none) of the Notes that are tendered.

Once the Offeror has determined the Purchase Price for the Notes, the Offeror will accept Tender Instructions in the following order:

All Notes not accepted as a result of pro-rationing and all tenders of Notes with a purchase price in excess of the Purchase Price will be rejected.

In the event proration is required, the Offeror will multiply the principal amount of Notes subject to pro-ration by the applicable proration factor. To avoid purchases of Notes in principal amounts other than denominations of U.S.$100 and integral multiples of U.S.$100 in excess thereof (the "Authorised Denominations") and to ensure the Offeror returns Notes in Authorised Denominations, if necessary, the Offeror will make downward adjustments to the nearest U.S.$100 principal amount or, if applicable, the minimum Authorised Denomination. If application of proration will result in either (i) the relevant Noteholder transferring Notes to the Offeror in a principal amount of less than U.S.$100 or (ii) Notes in a principal amount of less than U.S.$100 being returned to a Noteholder, then the Offeror will, in its sole and absolute discretion, either reject all or accept all of such Noteholder's validly tendered Notes. Notes not accepted for purchase as a result of pro-ration will be returned to the relevant Noteholder. Noteholders who tender less than all their Notes must continue to hold Notes in Authorised Denominations.

If proration of the tendered Notes is required, the Offeror will determine the applicable proration factor as soon as reasonably practicable following the Expiration Deadline and after giving effect to any increase or decrease in the Maximum Aggregate Consideration Amount.

In order to be valid, Tender Instructions must be submitted in respect of a minimum nominal amount of U.S.$100 (the "Authorised Denomination") and in integral multiples of U.S.$100 (the "Minimum Denomination").

Expected Timetable of Events

The times and dates below are indicative only.

The above times and dates are subject to the right of the Offeror 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 or other intermediary through which they hold 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. See "Procedures for Participating in the Offer" in the Tender Offer Memorandum.

Announcements

Unless stated otherwise, announcements in connection with the Offer will be by the issue of a press release through the Luxembourg Stock Exchange and by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices and will be available on the Offer Website or alternatively they can also be obtained upon request from the Information and Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Tender Instructions

In order to participate in and be eligible to receive the relevant Purchase Price and any Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction in respect of the Offer that is received by the Information and Tender Agent by 5.00p.m. New York City time on 15 September 2022 (the "Expiration Deadline").

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold 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 respect of a nominal amount equal to or greater than the Minimum Denomination and in and authorised denominations of integral multiples thereof.

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

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 and distribution restrictions set out below and more fully described therein.

Further information

Credit Suisse Securities (USA) LLC and CIBC World Markets Corp. have been appointed by the Offeror to serve as dealer managers (the "Dealer Managers") for the Offer. D.F. King (the "Information and Tender Agent") has been appointed by the Offeror to act as the information and tender agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact Credit Suisse Securities (USA) LLC by telephone at (800) 820-1653; Collect: (212) 538-2147 and by email at [email protected] and CIBC World Markets Corp. by telephone at (212) 455-6427 by email at [email protected].

Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent D.F. King & Co., Inc. via:

Banks & Brokers Call: (212) 269-5550

Toll free: (866) 342-4881

Email: [email protected]

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 www.dfking.com/barbados.

No Recommendation

The relevant Purchase Price, if paid by the Offeror with respect to the Notes of any series accepted for purchase, will not necessarily reflect the actual value of such Notes. Noteholders should independently analyse the value of the Notes and make an independent assessment of the terms of the Offer. None of the Offeror, the Dealer Managers or the Information and Tender Agent has or will express any opinion as to whether the terms of the Offer are fair. None of the Offeror, the Dealer Managers or the Information and Tender Agent makes any recommendation that Noteholders should submit an offer to sell or tender Notes or refrain from doing so pursuant to the Offer, and no one has been authorised by any of them to make any such recommendation.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

In addition, each Noteholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" of the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted. The acceptance of any tender shall not be deemed to be a representation or a warranty by any of the Offeror, the Dealer Manager or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing creditors of the Offeror within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been, or will be, submitted to or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on takeover bids (loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen), as amended or replaced from time to time.

Accordingly, the Offer may not be, and are not being advertised, and the Tender Offer Memorandum, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium, other than those who qualify as qualified investors (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 2, e), of the Prospectus Regulation acting on their own account. Accordingly, the information contained in the Tender Offer Memorandum or in any brochure or any other document or material relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.

France

The Tender Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation in France. Each person in France who receives any communication in respect of the Offer contemplated in the Tender Offer Memorandum and any other documents or materials relating to the Offer will be deemed to have represented, warranted and agreed to and with the Dealer Managers and the Offeror that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

European Economic Area

In any European Economic Area ("EEA") Member State, this announcement and the Tender Offer Memorandum are only addressed to, and are only directed at, "qualified investors" (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation")) in that Member State.

Each person in a Member State of the EEA who receives any communication in respect of the Offer contemplated in this announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.

SOURCE Government of Barbados

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