Acting Through the Ministry of Finance of the Republic of Belarus) U.S.$750,000,000 6.378 Per Cent
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REPUBLIC OF BELARUS (acting through the Ministry of Finance of the Republic of Belarus) U.S.$750,000,000 6.378 per cent. Notes due 24 February 2031 (the “USD A Notes ”) USD A Notes Issue Price: 100.00 per cent. AND U.S.$500,000,000 5.875 per cent. Notes due 24 February 2026 (the “USD B Notes ”) USD B Notes Issue Price: 98.799 per cent. The U.S.$750,000,000 6.378 per cent. Notes due 24 February 2031 (the “ USD A Notes ”) and the U.S.$500,000,000 5.875 per cent. Notes due 24 February 2026 (the “USD B Notes ” and together with the USD A Notes, the “ Notes ” and each a “Series ” of Notes) are issued by the Republic of Belarus, acting through the Ministry of Finance of the Republic of Belarus (the “Issuer ”’, “ Republic of Belarus ” or “Belarus ”). Unless previously redeemed or cancelled, the USD A Notes will be redeemed at their principal amount on 24 February 2031 and the USD B Notes will be redeemed at their principal amount on 24 February 2026. The USD A Notes will bear interest from, and including, 24 June 2020 at the rate of 6.378 per cent. per annum payable semi-annually in arrear on 24 February and 24 August of each year, commencing on 24 February 2021. A payment in respect of the USD A Notes made on 24 February 2021 would be in respect of the period from (and including) 24 June 2020 to (but excluding) 24 February 2021 (and thus a long first interest period).The USD B Notes will bear interest from, and including, 24 June 2020 at the rate of 5.875 per cent. per annum payable semi-annually in arrear on 24 February and 24 August of each year, commencing on 24 February 2021. A payment in respect of the USD B Notes made on 24 February 2021 would be in respect of the period from (and including) 24 June 2020 to (but excluding) 24 February 2021 (and thus a long first interest period). Payments on the Notes will be made in U.S. dollars without deduction for, or on account of, taxes imposed or levied by or on behalf of Belarus, subject to and to the extent described under “ Terms and Conditions of the USD A Notes – Taxation ” and “ Terms and Conditions of the USD B Notes – Taxation ”, respectively. Applications have been made for the Notes to be admitted to listing on the Official List of the United Kingdom Financial Conduct Authority (the “ FCA ”), which is the United Kingdom competent authority under Regulation (EU) 2017/1129 of the European Parliament and of Council dated 14 June 2017 (the “ Prospectus Regulation ”) and to trading on the Regulated Market of the London Stock Exchange plc (the “ London Stock Exchange ”). The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments, as amended (“ MiFID II ”). The Notes are being offered (i) in offshore transactions in reliance on, and as defined in, Regulation S (the “ Unrestricted Notes ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), and (ii) in the United States only to qualified institutional buyers (“ QIBs ”) as defined in Rule 144A under the Securities Act in reliance on, and in compliance with, Rule 144A (the “ Restricted Notes ”). The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction 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 Securities Act. Each purchaser of the Notes is hereby notified that the offer and sale of the Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The Notes are expected to be rated B by S&P Global Ratings Europe Limited, UK Branch (“ S&P ”) and B by Fitch Ratings Ltd. (“ Fitch ”). S&P and Fitch are established in the European Community or the United Kingdom and registered under Regulation (EC) No. 1060/2009 on credit rating agencies, as amended (the “CRA Regulation ”). The list of credit rating agencies registered in accordance with the CRA Regulation is available on the European Securities and Market Authority’s website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). Any change in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in the Notes involves certain risks. See “ Risk Factors ” beginning on page 6. The Notes will be offered and sold in registered form and in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Each Series of Notes will initially be represented by global certificates in registered form, one or more of which will be issued in respect of the Restricted Notes (the “ USD A Restricted Global Note Certificate ” and the “ USD B Restricted Global Note Certificate ”, respectively, and together the “ Restricted Global Note Certificates ”) and in respect of the Unrestricted Notes (the “ USD A Unrestricted Global Note Certificate ” and the “ USD B Unrestricted Global Note Certificate ”, respectively, and together the “ Unrestricted Global Note Certificates ”). The Restricted Global Note Certificates and the Unrestricted Global Note Certificates shall together be referred to as the “Global Note Certificates ”. The Restricted Global Note Certificates will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“ DTC ”) and the Unrestricted Global Note Certificates will be registered in the name of Citivic Nominees Limited as nominee of a common depositary for Euroclear Bank SA/NV (“ Euroclear ”) and Clearstream Banking S.A. (“ Clearstream, Luxembourg ”). It is expected that delivery of the Global Note Certificates will be made on 24 June 2020 or such later date as may be agreed (the “ Issue Date ”) by the Issuer and the Joint Lead Managers (as defined under “ Subscription and Sale ”). Beneficial interests in the Global Note Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear, Clearstream, Luxembourg, as applicable, and their respective participants. Except in the limited circumstances as described herein, individual certificates will not be issued in exchange for beneficial interests in the Global Note Certificates. Joint Lead Managers and Bookrunners Citigroup Raiffeisen Bank Société Générale International Corporate & Investment Banking Joint Lead Manager Renaissance Capital The date of this Prospectus is 22 June 2020. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. This Prospectus comprises a prospectus for the purposes of Article 6 of the Prospectus Regulation and for the purposes of giving information with regard to the Issuer and the Notes, which, according to the particular nature of the Issuer and the Notes, is necessary to an investor for making an informed assessment of the prospects of the Issuer, the rights attaching to the Notes and the reasons for the issuance of the Notes and its impact on the Issuer. This Prospectus has been approved by the FCA, as competent authority under the Prospectus Regulation. The FCA has only approved this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Prospectus nor as an endorsement of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability in investing in such Notes. Neither the Joint Lead Managers nor any of their respective directors, officers, employees, affiliates, advisers or agents have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the Joint Lead Managers nor any of their respective directors, officers, employees, affiliates, advisers or agents has made any independent verification of the information contained in this Prospectus in connection with the issue or offering of the Notes (the “Offering ”) and no representation or warranty, express or implied, is made by either of the Joint Lead Managers or any of their respective directors, officers, employees, affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a representation or warranty, whether to the past or the future, by either of the Joint Lead Managers or any of their respective directors, officers, employees, affiliates, advisers or agents in any respect. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus. Any other representation or information should not be relied upon as having been authorised by the Issuer or the Joint Lead Managers.