NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
ASAKA, UZ / ACCESS Newswire / November 10, 2025 / JSC “UzAuto Motors” (the “Offeror“) hereby announces that it is separately inviting holders of its outstanding U.S.$300,000,000 4.85 per cent. Notes due 2026 issued by the Offeror (ISIN: XS2330272944 (Regulation S) and US46653NAA00 (Rule 144A)) (the “Notes“) to tender for purchase by the Offeror for cash any and all of such Notes by the Offeror (the “Invitation“), all on the terms and subject to the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions and distribution restrictions set out in the tender offer memorandum dated 10 November 2025 (the “Tender Offer Memorandum“).
Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
|
Description of the Notes |
Issuer |
Maturity Date |
ISINs |
CUSIP |
Principal amount |
Purchase price |
Acceptance |
|---|---|---|---|---|---|---|---|
|
U.S.$300,000,000 4.85 per cent. Notes due 2026 |
JSC “UzAuto Motors” |
4 May 2026 |
XS2330272944 (Regulation S) and US46653NAA00 (Rule 144A) |
46653NAA0 |
U.S.$300,000,000 |
U.S.$996 |
Any and all |
Rationale and background for the Invitation
The Offeror is carrying out the Invitation concurrently with the offering of the New Notes in order to refinance upcoming redemptions.
Notes purchased by the Offeror pursuant to the Invitation will be cancelled and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Invitation will remain outstanding.
Details of the Invitation
On the terms and subject to the conditions contained in the Tender Offer Memorandum (including the “Offer and Distribution Restrictions” described herein), the Offeror invites any and all Noteholders to tender their Notes for purchase. Noteholders that (i) validly tender their Notes at or prior to 5:00 pm (New York City Time) on 18 November 2025 (the “Expiration Deadline“) or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery at or prior to the Expiration Deadline and deliver a properly transmitted Agent’s Message or Electronic Instruction, as applicable, and all other required documents to the Tender and Information Agent by 5:00 pm (New York City Time) on 20 November 2025 (the “Guaranteed Delivery Deadline“), in accordance with the Guaranteed Delivery Procedures described in the Tender Offer Memorandum, will be eligible to receive a cash amount equal to the sum of the Purchase Price and the Accrued Interest Payment (if any). Noteholders may tender their Notes after the Expiration Deadline only pursuant to the Guaranteed Delivery Procedures. Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination of U.S.$200,000 and may be submitted in integral multiples of U.S.$1,000 in excess thereof.
New Financing Condition
The Offeror has announced on 10 November 2025 its intention to issue new U.S. dollar-denominated notes (the “New Notes“), subject to market conditions. The purchase of any Notes by the Offeror pursuant to the Invitation is subject, without limitation, to the successful settlement (in the sole determination of the Offeror) of the issue of the New Notes (the “New Financing Condition“) or waiver of such condition.
Even if the New Financing Condition and the other conditions set out in the Tender Offer Memorandum are satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation. Subject to applicable law, the acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Invitation is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
Allocation of New Notes
When considering the allocation of the New Notes, the Offeror may give preference to those Noteholders who, prior to such allocation, have informed the Offeror or any Dealer Manager that they have validly tendered or have given a firm intention to the Offeror or any Dealer Manager that they intend to tender their Notes pursuant to the Invitation. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Invitation may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a Joint Lead Manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Joint Lead Manager. However, the Offeror is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Invitation and, if New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted by the Offeror pursuant to the Invitation.
Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Invitation, should provide, as soon as practicable, to the Offeror or any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Invitation and the principal amount of Notes that it intends to tender.
The Tender Offer Memorandum is not an offer to sell or solicitation of an offer to buy any New Notes. Any allocation of any New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures and Noteholders should contact a Dealer Manager for further information in this regard, including any relevant deadlines.
In the event that a Noteholder validly tenders Notes pursuant to the Invitation, such Notes will remain subject to such tender and the conditions of the Invitation as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of any New Notes for which it has applied.
Notwithstanding any other provisions of the Tender Offer Memorandum, the aggregate principal amount of any New Notes, if any, for which allocation preference will be given to any Noteholder will be subject to the sole and absolute discretion of the Invitation.
For the avoidance of doubt, nothing in this announcement, 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. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the final offering memorandum relating to the New Notes (the “Offering Memorandum“) to be prepared by the Offeror and which, when published, will be made available to the public in accordance with the requirements of the London Stock Exchange’s International Securities Market Rulebook, and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. The Offeror has also prepared an offering memorandum in preliminary form relating to the New Notes dated 10 November 2025 (the “Preliminary Offering Memorandum“). Subject to compliance with all applicable securities laws and regulations, the Preliminary Offering Memorandum is available from the Joint Lead Managers on request.
Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except in transactions exempt from, or in transactions not subject to, the registration requirements of the Securities Act and any applicable securities law of any state or other jurisdiction of the United States. Accordingly, the New Notes are being offered or sold to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and to persons who are “qualified institutional buyers” in reliance on Rule 144A under the Securities Act.
Compliance information for the New Notes:
Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
No EEA or UK PRIIPs key information document has been prepared as not available to retail in the EEA or the UK.
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The offer and sale of the New Notes will be subject to the selling restrictions specified in the Preliminary Offering Memorandum and theOffering Memorandum.
Amendment and Termination
Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Invitation and to amend or waive any of the terms and conditions of the Invitation at any time following the announcement of the Invitation, as described in the Tender Offer Memorandum under the heading “Amendment and Termination.” Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision is made.
Offer and Distribution Restrictions
The Offeror is making the Invitation only in those jurisdictions where it is legal to do so. See “Offer and Distribution Restrictions” in the Tender Offer Memorandum. The Tender Offer Memorandum does not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (as amended) (including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018).
No Pro Rata Scaling
If the Notes validly tendered in the Invitation are accepted for purchase by the Offeror, the Offeror will accept for purchase any and all of the Notes that are validly tendered, with no pro rata scaling.
Expected Transaction Timeline
|
Date |
Action |
|
10 November 2025 |
Commencement of the Invitation Invitation announced. Tender Offer Memorandum and Notice of Guaranteed Delivery available from the Invitation Website (https://debtxportal.issuerservices.citigroup.com/), subject to eligibility confirmation and registration. Announcement of the intention to issue the New Notes that the Offeror intends to issue, subject to market conditions. |
|
5:00 p.m. (New York City Time) on 18 November 2025 |
Expiration Deadline Deadline for receipt by the Tender and Information Agent of all Tender Instructions or a Notice of Guaranteed Delivery in order for Noteholders to be able to participate in the Invitation. Deadline for withdrawal of any validly submitted Tender Instructions or, where applicable, a Notice of Guaranteed Delivery. |
|
19 November 2025 |
Announcement of Results Announcement of whether the Offeror will, subject to satisfaction or waiver of the New Financing Condition, accept valid tenders of Notes pursuant to the Invitation and, if so accepted, the aggregate principal amount of Notes accepted for tender and that are expected to remain outstanding after settlement of the Invitation. |
|
5:00 p.m. (New York City Time) on 20 November 2025 |
Guaranteed Delivery Deadline Deadline for delivery of a properly completed Agent’s Message or Electronic Instruction, as applicable, to complete a tender of Notes by the Guaranteed Delivery Procedures. |
|
20 November 2025 |
Expected Invitation Settlement Date Subject to satisfaction or waiver of the New Financing Condition, expected settlement date for Notes tendered pursuant to the Invitation, except those Notes tendered by Guaranteed Delivery Procedures. |
|
21 November 2025 |
Expected Guaranteed Delivery Settlement Date Subject to satisfaction or waiver of the New Financing Condition, expected settlement date for Notes tendered pursuant to the Invitation by Guaranteed Delivery Procedures. |
The above times and dates are subject to the right of the Offeror to extend, re-open, amend, withdraw and/or terminate the Invitation(subject to applicable /aw 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 ab/e to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Invitation, 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.
This announcement is made by Shokhrukhon Dadakhodjaev, Head of Investor Relations Department, on behalf of JSC “UzAuto Motors” and constitutes a public disclosure of inside information under Regulation (EU) 596/2014as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
Contact Details:
Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Tender and Information Agent. A Noteholder may also contact the Dealer Managers or such Noteholder’s custodian for assistance concerning the Invitation.
|
THE DEALER MANAGERS |
|
|
Citigroup Global Markets Limited Europe: +44 20 7986 8969 |
J.P. Morgan Securities plc Telephone: +44 20 7134 2468 |
|
Société Générale 17 Cours Valmy CS 50318 92972 Paris La Défense Cedex France Telephone: +33 1 42 13 32 40 Attention: Liability Management |
|
|
THE TENDER AND INFORMATION AGENT Citibank, N. A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone: +44 20 7508 3867 |
|
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the tender offer memorandum constitutes an invitation to participate in the Invitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. 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 Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Offeror.
Republic of Uzbekistan
The Invitation is not being made, directly or indirectly, to the public in the Republic of Uzbekistan. Neither the Tender Offer Memorandum nor any other document or material relating to the Invitation (including this announcement) has been or shall be distributed to the public in the Republic of Uzbekistan.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation 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). 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 as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended) (the “Financial Promotion Order“)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Invitation is not being made, directly or indirectly, in the Republic of France (“France“) other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1º of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the “Prospectus Regulation“). Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Invitation. This announcement, the Tender Offer Memorandum and any other document or material relating to the Invitation have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Belgium
Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Invitation 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 public takeover bids, as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).
Italy
None of the Invitation, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB“).
The Invitation is being carried out in the Republic of 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 of CONSOB Regulation No. 11971 of 14 May 1999.
Noteholders or beneficial owners of the Notes resident and/or located in Italy can tender some or all of their Notes pursuant to the Invitation 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 from time to time, 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-a-vis its clients in connection with the Notes or the Invitation.
General
This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Invitation 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 the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Each Noteholder participating in the Invitation will 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 Invitation” in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Invitation from a Noteholder that is unable to make these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Invitation 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 or submission may be rejected.
Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission hereof or 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. The New Notes have not been, and will not be, registered under the Securities Act. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes are being offered only (i) in the United States to investors who are QIBs or (2) outside the United States to non-U.S. persons in compliance with Regulation S.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
SOURCE: JSC UzAuto Motors
View the original press release on ACCESS Newswire
