THE GABONESE REPUBLIC US$1,000,000,000 6.625% Amortizing Notes Due 2031 Issue Price: 100%
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THE GABONESE REPUBLIC US$1,000,000,000 6.625% Amortizing Notes due 2031 Issue Price: 100% The US$1,000,000,000 6.625% Amortizing Notes due 2031 (the “Notes”) to be issued on 6 February 2020 (the “Issue Date”) by the Gabonese Republic (the “Issuer”, the “Republic”, “Gabon” or the “Gabonese Republic”) will, unless previously redeemed or cancelled, be redeemed at par on 6 February 2031 (the “Maturity Date”). See “Terms and Conditions of the Notes—5. Redemption, Purchase and Cancellation”. The Notes will bear interest from and including the Issue Date at the rate of 6.625% per year payable semi-annually in arrear on 6 February and 6 August in each year. The first payment of interest will be made on 6 August 2020 for the period from and including the Issue Date to but excluding 6 August 2020. Payments on the Notes will be made in U.S. dollars without deduction for or on account of any Gabonese withholding taxes, unless required by applicable law. If any such withholding tax is required by Gabonese law, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, subject to certain exceptions as set forth under “Terms and Conditions of the Notes—7. Taxation”. This prospectus (the “Prospectus”) constitutes a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under the Prospectus Regulation. The Central Bank only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and for the purposes only of the issue of the Notes referred to above and not any further notes issued pursuant of Condition 13 of the Terms and Conditions of the Notes. Such approval should not be considered as an endorsement of the issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Any website referred to in this document does not form part of this Prospectus and has not been scrutinised or approved by the Central Bank. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Notes to be admitted to its official list (the “Official List”) and trading on the regulated market of Euronext Dublin (the “Regulated Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Regulated Market. The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. Accordingly, the Notes are being offered or sold (i) in the United States only to qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the U.S. Securities Act (“Rule 144”)) in accordance with Rule 144A and (ii) outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act (“Regulation S”). See “Transfer Restrictions”. The Notes have not been and will not be registered under the regulations of the Monetary and Economic Community for Central Africa (the Communauté économique et monétaire de l’Afrique centrale or “CEMAC”) or Gabonese financial regulations. Unless they are registered and authorised by the financial regulators of the CEMAC and Gabon, the Notes cannot be issued, offered or sold in these jurisdictions. The Notes have been rated “B” by Fitch Ratings Ltd. (“Fitch”) and “Caa1” by Moody’s Investors Service Ltd (“Moody’s”). Each of Fitch and Moody’s is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies as amended (the “CRA Regulation”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will be offered and sold in registered form in denominations of US$200,000 or any amount in excess thereof which is an integral multiple of US$1,000. Notes that are offered and sold in reliance on Regulation S (the “Unrestricted Notes”) will be represented by beneficial interests in a global note (the “Unrestricted Global Note”) in registered form without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on or about the Issue Date with a common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). Notes that are offered and sold in reliance on Rule 144A (the “Restricted Notes”) will be represented by beneficial interests in a global note (the “Restricted Global Note” and, together with the Unrestricted Global Note, the “Global Notes”) in registered form without interest coupons attached, which will be deposited on or about the Issue Date with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). Interests in the Restricted Global Note will be subject to certain restrictions on transfer. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream and their participants. Except as described herein, certificates will not be issued in exchange for beneficial interests in the Global Notes. An investment in the Notes involves certain risks. Prospective investors should consider the factors described in “Risk Factors” beginning on page 10. Joint Lead Managers Deutsche Bank J.P. Morgan Securities plc Standard Bank Financial Advisers to the Issuer Lazard The date of this Prospectus is 4 February 2020 RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus and declares that, to the best of its knowledge, the information contained in this Prospectus is in accordance with the facts and makes no omission likely to affect its import. (i) IMPORTANT NOTICE Prospectus Regulation This Prospectus constitutes a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Validity of Prospectus This Prospectus will be valid until the admission of the Notes to trading on the Regulated Market of Euronext Dublin. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of the Notes, prepare a supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus in the event of any significant new factor, material mistake or inaccuracy does not apply after the Notes have been admitted to trading on the Regulated Market of Euronext Dublin. No Recommendations or Advice No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the offering of the Notes (the “Offering”) and, if given or made, such information or representations must not be relied upon as having been authorised by the Republic or the joint lead managers (the “Joint Lead Managers”) set forth under “Plan of Distribution”. Neither the delivery of this Prospectus nor any offer or sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the affairs (financial or otherwise) of the Republic since the date of this Prospectus, or that the information contained herein concerning the Republic is correct at any time subsequent to the date hereof. This Prospectus may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful, including the CEMAC and Gabon. None of the Joint Lead Managers has independently verified or authorised the whole or any part of the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or any of them or their respective affiliates as defined under 501(b) at Reg D of the U.S. Securities Act as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Republic in connection with the Notes or their distribution. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Republic or the Joint Lead Managers that any recipient of this Prospectus should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Republic.