The Republic of Slovenia (the Issuer), rated A3 (stable) / AA- (stable) / A (stable), has mandated Barclays Bank PLC, BNP Paribas, Commerzbank, Goldman Sachs International Bank, J.P. Morgan and UniCredit as Joint Dealer Managers for a Tender Offer for the Issuer’s outstanding January 2021 and April 2021 EUR securities. Additionally, the Republic will consider a Euro-denominated Reg S transaction in dematerialised registered form, subject to market conditions and the results of the concurrent Tender Offer. Relevant stabilisation (including FCA/ICMA) applies. Target Market: Manufacturer target market (MIFID II product governance) are eligible counterparties and professional investors (all distribution channels) and also retail investors (all distribution channels).
Neither this announcement nor any copy of it, in whole or in part, may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or any other jurisdiction where to do so would be unlawful.This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe, any securities to any person in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. The Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. The Issuer has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States and would only do so by means of a prospectus that may be obtained from the Issuer that would contain detailed information about the Republic of Slovenia. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, persons who fall within the manufacturer target market. This announcement does not contain or constitute an invitation, inducement or solicitation to invest. This announcement is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
A securities 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. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, that Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Issuer and the Dealer Managers to inform themselves about, and to observe, any such restrictions.