The Republic of Indonesia announces invitation to submit offers to sell the Old Bonds for cash

JAKARTA, Indonesia, March 22, 2022 /PRNewswire/ -- The Republic of Indonesia ("the Republic") announced today that it is inviting holders of each series of bonds set forth in the table below (collectively, the "Old Bonds" and each, a "series" of Old Bonds) to submit offers (the "Offers") to sell the Old Bonds to the Republic for cash. The invitation to submit Offers to sell Old Bonds for cash described in this announcement is referred to as the "Invitation." The full terms and conditions of the Invitation are described in the Invitation for Offers dated March 22, 2022 (the "Invitation for Offers"). All capitalized terms used but not defined in this announcement have the respective meanings specified in the Invitation for Offers.

The Republic intends to spend a maximum amount it will determine, in its sole and absolute discretion (the "Maximum Cash Consideration") for the aggregate Purchase Price (as defined below) of and accrued interest on the Old Bonds purchased pursuant to the Invitation. The Republic reserves the right to increase or decrease the Maximum Cash Consideration in its sole discretion and to terminate the Invitation for any reason. If the Maximum Cash Consideration is not sufficient to purchase all of the Old Bonds offered, Offers for any series of Old Bonds may be subject to proration at the Republic's sole discretion to accept or not accept any or all Offers for any reason, subject to applicable laws. In such scenario, the Republic reserves the right to accept significantly more or less (or none) of Old Bonds of any one series as compared to any other series of Old Bonds.

The consideration for the Old Bonds tendered and accepted for purchase pursuant to the Invitation (the price of any Bond being referred to as the "Purchase Price") will be determined by reference to the fixed spread specified for the applicable series, plus the yield of the specified Benchmark Reference U.S. Treasury Security (the "Benchmark Reference Security Yield") (which shall be based on the bid-side price of the applicable Benchmark Reference U.S. Treasury Security) at or around 9:00 a.m., New York City time, on Monday, March 28, 2022 (such date and time, the "Pricing Time"), unless extended, expressed as a percentage and rounded to the third decimal place (with 0.0005 being rounded upwards). In addition, the Republic will pay accrued and unpaid interest on the Old Bonds accepted for purchase up to (but not including) the Settlement Date (as defined below). The Republic intends to pay the aggregate Purchase Price of the Old Bonds purchased pursuant to the Invitation and accrued interest and expenses to be borne by the Republic in connection with the Invitation from the proceeds of a contemplated offering and sale by the Republic of one or more series of new bonds (the "New Bonds").

 The Invitation is subject to certain conditions, including the successful offering and sale by the Republic of the New Bonds on terms and conditions acceptable to the Republic and collectively providing sufficient funds to pay the aggregate Purchase Price and accrued interest and expenses to be borne by the Republic pursuant to the Invitation (the "Financing Condition").

The Invitation expires at 5:00 p.m., New York City time, on Monday, March 28, 2022, unless the Republic, in its sole discretion, extends it or terminates it earlier (such date and time, the "Expiration Deadline"). Holders of the Old Bonds will not have withdrawal rights with respect to the Invitation.

The Republic is expected to announce the Maximum Cash Consideration at 10:00 a.m., New York City time, on Wednesday, March 23, 2022 (the "Maximum Cash Consideration Announcement Date"). The Maximum Cash Consideration may be subject to increase or decrease by the Republic in its sole and absolute discretion.

No later than 10:00 a.m., New York City time, on Tuesday, March 29, 2022, or as soon as practicable thereafter (such date, the "Results Announcement Date"), the Republic will announce whether the Financing Condition has been satisfied, the principal amount (if any) of each series of Old Bonds accepted for purchase, the proration factors (if any), the Purchase Price, the Benchmark Reference Security Yield and the Repurchase Yield. If the Invitation is consummated, the date on which the Republic pays for the Old Bonds being purchased pursuant to the Invitation (the "Settlement Date") is expected to be Thursday, March 31, 2022, or as soon as practicable thereafter, subject to any extension of the Expiration Deadline.

The information in this announcement is only a summary. You may request a copy of the Invitation for Offers by contacting the Dealer Managers or the Tender and Information Agent at the addresses and telephone numbers set forth below, or you may download the Invitation for Offers at the Invitation website at https://bonds.morrowsodali.com/roi.

This announcement is not an offer or a solicitation of offers. The Invitation is made solely by means of the Invitation for Offers. The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

SOURCE Republic of Indonesia

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