THE GOVERNMENT ANNOUNCES PRICING OF ITS ANY AND ALL OFFER (AS SUCH TERM IS DEFINED BELOW) IN RESPECT OF THE OUTSTANDING U.S.$2,000,000,000 4.397 PER CENT. TRUST CERTIFICATES DUE 2024 (XS1620176831/US68204LAA26/68204LAA2) ISSUED BY OMAN SOVEREIGN SUKUK S.A.O.C. (THE "CERTIFICATES")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR")

LONDON, Sept. 19, 2023 /PRNewswire/ -- the Government announced an invitation to the holders of: (i) the Certificates to tender any and all such Certificates for purchase by the Government for cash, subject to satisfaction or waiver of certain conditions described in the Tender Offer Memorandum dated 12 September 2023 (as amended by the announcement of an updated timetable released by the Government dated 13 September 2023) (the "Tender Offer Memorandum") (such invitation, the "Any and All Offer"); and (ii) the 2025 Notes, the 2026 Notes and the 2027 Notes (each, as defined in the Tender Offer Memorandum) (collectively, the "Notes", and together with the Certificates, the "Securities" and each, a "Series") to tender such Notes for purchase by the Government for cash subject to the Maximum Aggregate Note Purchase Amount (each such invitation, a "Capped Offer" and together, the "Capped Offers" and together with the Any and All Offer, the "Offers"), in each case, subject to satisfaction or waiver of the conditions described in the Tender Offer Memorandum and at a price calculated as described in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Pricing Time for the Any and All Offer was at 10:02 a.m., New York time on 19 September 2023. A summary of the final pricing of the Certificates for the purposes of the Any and All Offer appears below:

The deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Any and All Offer is 5:00 p.m., New York time on 19 September 2023, subject to the Guaranteed Delivery Procedures described in the Tender Offer Memorandum, unless extended or earlier terminated by the Government.

Consummation of the Any and All Offer is subject to the satisfaction of certain conditions (as more fully described in the Tender Offer Memorandum). The Government 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 Any and All Offer.

The Government expects to announce the results of the Any and All Offer on or around 20 September 2023. Pricing in respect of the Capped Offers is expected to take place at 10:00 a.m., New York time, on 20 September 2023. The Government expects to announce the pricing and results of the Capped Offers in line with the timetable set out in the Tender Offer Memorandum.

The expected Settlement Date is 22 September 2023.

Disclaimer

This announcement does not contain the full terms and conditions of the Offers.  The terms and conditions of the Offers are contained in the Tender Offer Memorandum and are subject to the offer restrictions set out below and more fully described therein. Each Holder must make its own analysis and investigations regarding the Offers, with particular reference to its own investment objectives and experience and any other factors, which may be relevant to it. If such person is in any doubt about any aspect of the Offers and/or action it should take, including in respect of tax consequences, it should consult its own professional advisers.

This announcement is released by the Government and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 and UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by the Minister of Finance of the Sultanate of Oman.

Further information

J.P. Morgan Securities plc and Standard Chartered Bank have been appointed by the Government to serve as dealer managers for the Offer. Morrow Sodali Ltd (the "Tender Agent") has been appointed by the Government to act as the tender agent in connection with the Offer. 

For additional information regarding the terms of the Offer, please contact J.P. Morgan Securities plc by email at [email protected]  and Standard Chartered Bank by email at [email protected]. Questions regarding the tender of Securities may be directed to Morrow Sodali Ltd via email: [email protected].

The Tender Offer Memorandum is available on the Tender Offer Website accessible at https://projects.morrowsodali.com/Oman.

The relevant Tender Consideration, if paid by the Government with respect to Securities accepted for purchase, will not necessarily reflect the actual value of such Securities. Each Holder should independently analyse the value of the Securities and make an independent assessment of the terms of the Offers. None of the Government, the Dealer Managers or the Tender Agent, nor any of their respective affiliates has or will express any opinion as to whether the terms of the Offers are fair. None of the Government, the Dealer Managers or the Tender Agent, nor any of their respective affiliates makes any recommendation that any Holder submit an offer to sell or tender Securities or refrain from doing so pursuant to any Offer, and no one has been authorised by any of them to make any such recommendation.

Important Information

This announcement, the Tender Offer Memorandum and any other announcements published in respect of the Offers do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. 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 each of the Government, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom

Neither this communication, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, neither this communication, the Tender Offer Memorandum nor any such documents and/or materials are 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(1) of the FSMA on the basis that they are only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (3) any other persons to whom they may lawfully be communicated under the Order (all such persons together being referred to as "relevant persons").

This communication, the Tender Offer Memorandum and any other documents or materials relating to the Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 

Italy

None of the Offers, this communication, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. 

The Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Securities that are located in Italy can tender Securities for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and the Offers.

France

The Offers are not being made, directly or indirectly, and neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to, the public in the Republic of France (France) other than to qualified investors (investisseurs qualifiés), as defined in, and in accordance with, Article 2(e) of the Regulation (EU) 2017/1129, as amended.  Neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

Oman

The information contained in the Tender Offer Memorandum does not constitute a public offer of securities in Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 18/2019) or the Securities Law of Oman (Royal Decree 46/2022) or a prospectus or an offer to sell, or the solicitation of any offer to buy non Omani securities in Oman as contemplated by Article 139 of the Executive Regulations of the Capital Market Law (CMA Decision 1/2009, as amended) (the "Executive Regulations"). Additionally, the Tender Offer Memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of Oman.

The Tender Offer Memorandum has not been (and will not be) filed with the Capital Market Authority of Oman (except in accordance with Article 139 of the Executive Regulations), the Central Bank of Oman ("CBO") or any other regulatory authority in Oman and neither the Capital Market Authority of Oman nor the CBO assumes responsibility for the accuracy and adequacy of the statements and information contained in the Tender Offer Memorandum and shall not have any liability to any person for damage or loss resulting from reliance on any statements or information contained in the Tender Offer Memorandum.

[1] Per U.S. $1,000 principal amount of the Certificates purchased pursuant to the Any and All Offer

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SOURCE THE GOVERNMENT OF THE SULTANATE OF OMAN