NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
BRIDGETOWN, Barbados, June 13, 2025 (GLOBE NEWSWIRE) — The Government of Barbados (the “Offeror”) announces that it has today launched an offer (the “Offer”) to holders (the “Noteholders”) of any and all of its outstanding U.S.$407,642,670 6.500% Notes due 2029 (the “Notes”) to purchase any and all of such Notes for cash on the terms and subject to the satisfaction of the New Financing Condition (as defined below) and the other conditions set forth in the tender offer memorandum dated 13 June 2025 (the “Tender Offer Memorandum”).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
All documentation relating to the Offer including the Tender Offer Memorandum and any amendments or supplements thereto will be available to Noteholders via the website for the Offer accessible at: www.dfking.com/barbados. The Offer is subject to offer and distribution restrictions in, among other countries, the United Kingdom, Italy, Belgium and France, as described below.
Summary of the Offer
| Description of Notes | Outstanding Principal Amount as of the Date Hereof and subject to the Offer |
ISINs / CUSIP No. | Purchase Price(1) |
| 6.500% Notes due 2029 | U.S.$407,642,670 | Rule 144A Notes: US067070AH54 / 067070 AH5 Regulation S Notes: |
U.S.$1,000 |
| (1) | Offered as Purchase Price per each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Expiration Deadline (as defined below) and accepted for purchase. The Purchase Price does not include Accrued Interest (as defined below). On 26 June 2025 (subject to the right of the Offeror, at its sole discretion, to extend, re-open, amend and/or terminate the Offer) (the “Settlement Date”), Noteholders will also receive Accrued Interest on all Notes validly tendered and accepted for purchase. |
Rationale for the Offer
The Offeror is making the Offer (subject to the New Financing Condition (as defined below)) in connection with the Offeror’s broader debt management strategy to refinance short-dated debt with longer-dated debt.
All Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
Tender Offer Consideration
The Offeror will, on the Settlement Date, pay for the Notes validly tendered and not validly withdrawn at or before the Expiration Deadline pursuant to the Offer and accepted for purchase pursuant to the Offer a cash amount (rounded to the nearest U.S.$0.01) equal to the sum of (i) the Purchase Price for such Notes, as set forth in the table above; and (ii) interest accrued and unpaid on the Notes from (and including) the interest payment date for such Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date in respect of such Notes (the “Accrued Interest” and the payment thereof, the “Accrued Interest Payment”).
The Offeror will calculate any Accrued Interest with respect to the Notes accepted for purchase in accordance with the terms and conditions of the Notes, and the calculation will be final and binding on all Noteholders whose Notes were accepted for purchase, absent manifest error.
The Offeror reserves the right, in its sole and absolute discretion, to modify in any manner and at any time any of the terms and conditions of the Offer.
New Financing Condition
Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject to (unless such condition is waived by the Offeror in its sole and absolute discretion), among other things, the prior closing of the issuance by the Offeror of one or more series of debt securities (the “New Notes”) in the international capital markets (the “New Notes Offering”) in an aggregate principal amount, and at a price and on terms and conditions acceptable to the Offeror in its sole and absolute discretion, a portion of the net proceeds of which will be used by the Offeror to purchase any Notes tendered and accepted pursuant to the Offer (the “New Financing Condition”).
The New Notes Offering will be made solely by means of an offering memorandum relating to the New Notes Offering (the “New Notes Offering Memorandum”), and this announcement and the Tender Offer Memorandum do not constitute an offer to sell or the solicitation of an offer to buy the New Notes. You may not participate in the New Notes Offering unless you have received and reviewed the New Notes Offering Memorandum, and not in reliance on, or on the basis of, this announcement or the Tender Offer Memorandum. The New Notes will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction.
Even if the New Financing Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer.
In order to be valid, Tender Instructions must be submitted in respect of a minimum nominal amount of U.S.$100 and in integral multiples of U.S.$100 in excess thereof (the “Minimum Denomination”). Noteholders who do not tender all of their Notes must ensure that they retain a principal amount of Notes amounting to at least the Minimum Denomination.
Expected Timetable of Events
The times and dates below are indicative only.
| Date | Events |
| 13 June 2025 | Commencement of the Offer
Offer announced. Tender Offer Memorandum available from the Information and Tender Agent. |
| 20 June 2025, 5 p.m. (New York Time) | Expiration Deadline
Deadline for receipt by the Information and Tender Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer and to be eligible to receive the Purchase Price and Accrued Interest Payment on the Settlement Date. |
| As soon as reasonably practicable on or after the Expiration Deadline and expected to be 23 June 2025 | Announcement of Results
Offeror’s announcement of the amount of Notes validly tendered pursuant to the Offer. |
| Promptly after the New Financing Condition has been met or waived | Announcement of Notes accepted for purchase
The Offeror will announce, promptly after the New Financing Condition has been met or waived, (i) the aggregate principal amount of Notes validly tendered that will be accepted for purchase, and (ii) the aggregate principal amount of Notes remaining outstanding following the completion of the Offer. See “Terms and Conditions of the Offer –Announcements” in the Tender Offer Memorandum. |
| 26 June 2025 (but subject to change without notice) | Settlement
Expected Settlement Date for the Offer. Payment of Purchase Price and Accrued Interest Payment in respect of the Offer. All Notes purchased pursuant to the Offer will be cancelled on the Settlement Date and will no longer be outstanding. |
The above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See “Procedures for Participating in the Offer” in the Tender Offer Memorandum.
Announcements
Unless stated otherwise, announcements in connection with the Offer will be by the issue of a press release through the Luxembourg Stock Exchange and by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices and will be available on the Offer Website or alternatively they can also be obtained upon request from the Information and Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Tender Instructions
In order to participate in and be eligible to receive the relevant Purchase Price and any Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction in respect of the Offer that is received by the Information and Tender Agent by 5.00 p.m. New York City time on 20 June 2025 (the “Expiration Deadline”).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of Notes equal to or greater than the Minimum Denomination.
A separate Tender Instruction must be completed on behalf of each beneficial owner.
Disclaimer
This announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Tender Offer Memorandum, and are subject to the Offer and distribution restrictions set out below and more fully described therein.
Further information
J.P. Morgan Securities LLC and Standard Chartered Bank have been appointed by the Offeror to serve as dealer managers (the “Dealer Managers”) for the Offer. D.F. King (the “Information and Tender Agent”) has been appointed by the Offeror to act as the information and tender agent in connection with the Offer.
For additional information regarding the terms of the Offer, please contact J.P. Morgan Securities LLC by telephone at (866) 846-2874; Collect: (212) 834-7279 and Standard Chartered Bank by telephone at (212) 667-0351 (U.S.) or +44 20 7885 5739 (U.K.) and by email at [email protected].
Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent D.F. King & Co., Inc. via:
Banks & Brokers Call: (212) 269-5550
Toll free: (866) 342-4881
Email: [email protected]
The Tender Offer Memorandum is expected to be distributed to Noteholders beginning today. A copy of the Tender Offer Memorandum is available on the tender offer website accessible at www.dfking.com/barbados.
No Recommendation
The relevant Purchase Price, if paid by the Offeror with respect to the Notes of any series accepted for purchase, will not necessarily reflect the actual value of such Notes. Noteholders should independently analyse the value of the Notes and make an independent assessment of the terms of the Offer. None of the Offeror, the Dealer Managers or the Information and Tender Agent has or will express any opinion as to whether the terms of the Offer are fair. None of the Offeror, the Dealer Managers or the Information and Tender Agent makes any recommendation that Noteholders should submit an offer to sell or tender Notes or refrain from doing so pursuant to the Offer, and no one has been authorised by any of them to make any such recommendation.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions
Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.
In addition, each Noteholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Procedures for Participating in the Offer” of the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted. The acceptance of any tender shall not be deemed to be a representation or a warranty by any of the Offeror, the Dealer Manager or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing creditors of the Offeror within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been, or will be, submitted to or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on takeover bids (loi relative aux offres publiques d’acquisition/wet op de openbare overnamebiedingen), as amended or replaced from time to time.
Accordingly, the Offer may not be, and are not being advertised, and the Tender Offer Memorandum, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium, other than those who qualify as qualified investors (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 2, e), of the Prospectus Regulation acting on their own account. Accordingly, the information contained in the Tender Offer Memorandum or in any brochure or any other document or material relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.
France
The Tender Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation in France. Each person in France who receives any communication in respect of the Offer contemplated in the Tender Offer Memorandum and any other documents or materials relating to the Offer will be deemed to have represented, warranted and agreed to and with the Dealer Managers and the Offeror that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
European Economic Area
In any European Economic Area (“EEA”) Member State, this announcement and the Tender Offer Memorandum are only addressed to, and are only directed at, “qualified investors” (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”)) in that Member State.
Each person in a Member State of the EEA who receives any communication in respect of the Offer contemplated in this announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.
