The Dominican Republic 9.04% Bonds Due 2013
Total Page:16
File Type:pdf, Size:1020Kb
OFFERING MEMORANDUM US$600,000,000 The Dominican Republic 9.04% Bonds due 2013 The bonds will mature on January 23, 2013. The bonds will bear interest at a rate of 9.04% per year, accruing from January 23, 2003. Interest will be payable on January 23 and July 23 of each year. The first interest payment will be on July 23, 2003. The bonds will be general, direct, unconditional, unsubordinated and unsecured obligations of the Republic and will rank equally with all other existing and future unsubordinated and unsecured public external debt of the Republic. The bonds will be backed by the full faith and credit of the Republic. Application has been made to list the bonds on the Luxembourg Stock Exchange. The bonds have not been registered under the U.S. Securities Act of 1933 or the securities laws of any other jurisdiction. The bonds will be offered only to qualified institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. Price: 100% plus accrued interest, if any. The Republic expects that delivery of the bonds will be made to purchasers in book-entry form through The Depository Trust Company, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme on or about January 23, 2003. Joint Lead Managers and Joint Bookrunners JPMorgan Salomon Smith Barney Co-Managers Deutsche Bank Securities Morgan Stanley January 16, 2003 You should rely only on the information contained in this offering memorandum. The Republic has not authorized anyone to provide you with different information. The Republic is not, and the initial purchasers are not, making an offer of the bonds in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. ___________________ TABLE OF CONTENTS Page Defined Terms and Conventions ...................................................................................................................................5 Forward-Looking Statements ........................................................................................................................................7 Summary........................................................................................................................................................................8 Use of Proceeds ...........................................................................................................................................................13 The Dominican Republic.............................................................................................................................................14 The Economy...............................................................................................................................................................21 Balance of Payments and Foreign Trade.....................................................................................................................50 The Monetary System..................................................................................................................................................62 Public Sector Finances.................................................................................................................................................81 Public Sector Debt .......................................................................................................................................................91 Description of the Bonds ...........................................................................................................................................100 Book-Entry Settlement and Clearance.......................................................................................................................108 Transfer Restrictions..................................................................................................................................................111 Taxation .....................................................................................................................................................................113 Plan of Distribution....................................................................................................................................................116 Official Statements ....................................................................................................................................................117 Validity of the Bonds.................................................................................................................................................117 General Information...................................................................................................................................................117 APPENDIX — Dominican Republic: Global Public Sector External Debt ............................................................119 3 This offering memorandum has been prepared by the Republic solely for use in connection with the proposed offering of the bonds. This offering memorandum does not constitute an offer to the public generally to subscribe for or otherwise acquire securities. Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and to make no photocopies of this offering memorandum or any documents referred to herein. After having made all reasonable inquiries, the Republic confirms that: the information contained in this offering memorandum is true and correct in all material respects and is not misleading as of the date of this offering memorandum; changes may occur in the Republic’s affairs after the date of this offering memorandum; certain statistical information included in this offering memorandum reflects the most recent reliable data readily available to the Republic as of the date hereof; the Republic holds the opinion and intentions expressed in this offering memorandum; to the best of its knowledge and belief, the Republic has not omitted other facts the omission of which makes this offering memorandum, as a whole, misleading; and the Republic accepts responsibility for the information it has provided in this offering memorandum. The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. The Republic has furnished the information contained in this offering memorandum. The initial purchasers have not independently verified any of the information contained herein and assume no responsibility for the accuracy or completeness of any such information. Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S. regulatory authority has approved or disapproved the bonds, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense. In making an investment decision, prospective investors must rely on their own examination of the Republic and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this offering memorandum, as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and as to whether it is legally permitted to purchase the bonds under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. This offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us or the initial purchasers and may also be obtained at the office of the Luxembourg Listing Agent. NOTICE TO NEW HAMPSHIRE RESIDENTS Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Uniform Securities Act with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under Chapter 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, 4 any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph. ENFORCEMENT OF CIVIL LIABILITIES The Republic is a sovereign state. Consequently, it may be difficult for investors to obtain or realize in the United States or elsewhere upon judgments