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The Republic of Congo announced on 12 May 2026 an invitation to purchase for cash any and all of its outstanding 9.875 per cent. Amortising Notes due 2032. The outstanding principal amount of these notes is $575,658,000, with a purchase price of $1,040.00 per $1,000 principal amount plus accrued interest. The offer, which is conditioned upon the closing of a new notes offering, has an expiration deadline of 5:00 p.m. Central European Summer Time on 19 May 2026.
| Date | 12 May 2026 |
| Time | 10:51:14 |
| Category | Capital structure |
| ID | 9973D |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

The Republic of Congo Announces
an Invitation to Purchase for Cash Certain of its Existing Notes
12 May 2026 - The Republic of Congo ("Congo" or the "Republic") announces that it has launched an invitation to purchase for cash any and all of the outstanding Existing Notes (as defined herein).
Invitation to Purchase the Existing Notes
The Republic announces that it has launched an invitation to eligible holders (the "Noteholders") of its outstanding 9.875 per cent. Amortising Notes due 2032 (ISIN: XS3223166409; Common Code: 322316640) (the "Existing Notes") to purchase for cash, on the terms and subject to the conditions set forth in the tender offer memorandum 12 May 2026 (the "Tender Offer Memorandum"), any and all of its outstanding Existing Notes (the "Offer") subject to the New Financing Condition described below and the satisfaction of certain other conditions as more fully described in the Tender Offer Memorandum.
The Existing Notes have an aggregate principal amount outstanding as set forth in the table below.
Subject to applicable law, the Republic expressly reserves the right (but is not obligated) to amend or terminate the Offer at any time in its sole and absolute discretion without extending the Expiration Deadline (as defined herein) or otherwise providing withdrawal rights, as further provided in the Tender Offer Memorandum.
The Republic also reserves the right not to accept any of the Existing Notes for purchase pursuant to the Offer. The acceptance for purchase by the Republic of Existing Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Republic and tenders may be rejected by the Republic for any reason.
Summary of the Offer
|
Description of Existing Notes |
ISIN/ Common Code |
Outstanding Principal Amount |
Amount Subject to the Offer 1 |
Purchase Price2 |
|
9.875 per cent. Amortising Notes due 2032
|
ISIN: XS3223166409; Common Code: 322316640 |
$575,658,0003
|
Any and all4 |
$1,040.00
|
|
|
|
|
|
|
1 The Republic reserves the right not to accept any of the Existing Notes for purchase pursuant to the Offer.
2 The purchase price shown in the table above is presented per $1,000 of the principal amount of the Existing Notes accepted for purchase (excluding any accrued and unpaid interest on the Existing Notes). The tender consideration received by Noteholders for their Existing Notes tendered in the Offer and accepted for purchase will be the aggregate of (x) an amount in cash calculated on the basis of the purchase price shown in the table above and the principal amount of their Existing Notes accepted for purchase and (y) an amount in cash equivalent to accrued and unpaid interest on their Existing Notes from (and including) the immediately preceding interest payment date of the Existing Notes to (but excluding) the Settlement Date (as defined herein).
3 The original aggregate principal amount of the Existing Notes issued was $670,000,000. Following the Republic's $260,000,000 reopening in December 2025 and its repurchase and cancellation of $354,342,000 of the Existing Notes in February 2026, the current aggregate outstanding principal amount of the Existing Notes is $575,658,000.
4 Noteholders should note that the Existing Notes are redeemable at the Republic's option on the terms set out in Condition 7.2 (Clean-up Call) of the terms and conditions of the Existing Notes. The Republic expects to exercise this clean-up call option if less than 25 per cent. of the issued aggregate principal amount of Existing Notes is outstanding after the completion of the Offer (representing a repurchase and cancellation of more than $343,158,000 in aggregate principal amount of the Existing Notes pursuant to the Offer).
All documentation relating to the Offer, including the Tender Offer Memorandum and any amendments or supplements thereto, will be available to Noteholders via the tender offer website (the "Tender Offer Website"): https://debtxportal.issuerservices.citigroup.com. The Offer is subject to offer restrictions in, among other countries, the United Kingdom, Italy and France, as described below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The Republic is making the Offer (subject to the New Financing Condition and the other terms and conditions described in the Tender Offer Memorandum) concurrently with the New Notes Offering (as defined herein) in order to proactively and efficiently manage its external liabilities.
The terms and conditions of the Existing Notes (Condition 7.2 (Clean-up Call)) permit the Republic to redeem the outstanding Existing Notes (in whole) if at any time their outstanding aggregate principal amount is less than 25 per cent. of their issued aggregate principal amount (meaning less than $232,500,000, after taking into account Existing Notes issued under the reopening). Such redemption may be made at a redemption price equal to 100 per cent. of the principal amount of the Existing Notes being redeemed (together with accrued but unpaid interest). The Republic expects to exercise this clean-up call option if the conditions for its exercise are satisfied after the completion of the Offer (which would require the repurchase and cancellation of more than $343,158,000 in aggregate principal amount of the Existing Notes pursuant to the Offer).
Tender Consideration for Existing Notes
The Republic will pay for the Existing Notes accepted by it for purchase pursuant to the Offer a cash tender consideration equal to (i) $1,040.00 per $1,000 in principal amount of the Existing Notes (the "Purchase Price") plus (ii) Accrued Interest thereon (the "Tender Consideration").
Amount Subject to the Offer
The Republic is offering to purchase for cash, subject to the conditions set forth in the Tender Offer Memorandum, any and all of the outstanding Existing Notes.
New Notes Priority Allocation and Allocation Codes
The Republic intends, in connection with the allocation of New Notes to investors (if issued), to consider among other factors whether or not the relevant investor seeking an allocation of New Notes has also validly tendered Existing Notes pursuant to the Offer, and if so, the aggregate principal amount of Existing Notes tendered by such investor and accepted for purchase by the Republic. When determining allocations of New Notes, the Republic intends to look favourably upon those Noteholders whose Existing Notes have been validly tendered and accepted for purchase pursuant to the Offer. A Noteholder that wishes to subscribe for New Notes in addition to tendering the Existing Notes for purchase pursuant to the Offer will hence be eligible to receive priority in the allocation of such New Notes (if issued). Such priority will be given for an aggregate principal amount of New Notes of not more than the aggregate principal amount of Existing Notes validly tendered by such Noteholder and accepted for purchase by the Republic, subject to the submission of a valid Tender Instruction which includes an Allocation Code (as described in the Tender Offer Memorandum).
To be eligible to receive priority in the allocation of New Notes (if issued), a Noteholder that wishes to receive such priority must contact the Dealer Manager (using the contact information set forth on the back cover of the Tender Offer Memorandum) to obtain a unique alphanumeric reference code (an "Allocation Code") to be quoted in its Tender Instructions as set forth in the Tender Offer Memorandum and in accordance with the procedures of the relevant Clearing System. Noteholders contacting the Dealer Manager to obtain an Allocation Code must either have an account with the Dealer Manager or otherwise be an approved counterparty for the Dealer Manager (in each case, in its capacity as lead manager for the New Notes Offering). An Allocation Code is not required for a Noteholder to tender its Existing Notes or subscribe for New Notes in the New Notes Offering, but if a tendering Noteholder wishes to subscribe for New Notes and to be eligible to receive priority in the allocation of such New Notes (if issued), such Noteholder should obtain and quote an Allocation Code in its Tender Instruction.
A Noteholder that wishes to be eligible to receive priority in the allocation of New Notes (if issued) available to eligible Noteholders whose Existing Notes are accepted for purchase in the Offer must include an Allocation Code in its Tender Instructions, in accordance with the procedures of the relevant Clearing System.
To be eligible to receive priority in the allocation of New Notes (if issued), a Noteholder must:
1. Contact the Dealer Manager prior to the Expiration Deadline to register its interest in the New Notes Offering and to obtain an Allocation Code;
2. Submit a valid Tender Instruction prior to the Expiration Deadline to the Information and Tender Agent in accordance with the procedures set forth herein, which Tender Instruction must specify: (A) the Allocation Code provided to such Noteholder by the Dealer Manager, (B) the name of the beneficial owner or, where different, the approved counterparty of the Dealer Manager (in its capacity as lead manager in respect of the New Notes Offering) in respect of which the application for the purchase of New Notes will be made pursuant to step 3 below and (C) an email address and, to the extent possible, a contact telephone number; and
3. Make an application to the Dealer Manager (in its capacity as lead manager in respect of the New Notes Offering) to purchase New Notes in accordance with the standard new issue procedures of the Dealer Manager, specifying the principal amount of Existing Notes being tendered and including a reference to such Noteholder's Allocation Code.
Allocation Codes may only be requested prior to the Expiration Deadline.
Obtaining an Allocation Code does not constitute an application for the purchase of New Notes or an actual allocation of New Notes in the New Notes Offering, which will be made as part of the bookbuilding process for the New Notes Offering in accordance with customary new issue allocation processes and procedures and applicable laws and regulations. The aggregate amount of New Notes, if any, for which priority will be given to any Noteholder will be subject to the sole and absolute discretion of the Republic and may be less than or equal to the aggregate amount of Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Republic and may be less than other investors in the New Notes who did not obtain an Allocation Code. No assurance can be given that any Noteholder that tenders of Existing Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
Any Tender Instruction that (a) does not correctly specify all of the details listed under step 2(A), (B) and (C) above or (b) in respect of which the relevant Noteholder does not subsequently make the application referred to under step 3 above will be deemed to be a Tender Instruction only and no New Notes Priority Allocation will be given in respect of such Tender Instruction. Noteholders wishing to purchase New Notes must make a separate application to subscribe for such New Notes to the Dealer Manager (in its capacity as lead manager in respect of the New Notes Offering) in accordance with its standard new issue procedures. For the avoidance of doubt, a Noteholder needs to request and may receive only one Allocation Code per beneficial owner in respect of all of the Existing Notes tendered pursuant to the Offer.
The pricing and allocation of New Notes is expected to occur following the Expiration Deadline.
Conditions to the Offer
The Republic reserves the right, in its sole discretion, to instruct the Information and Tender Agent not to accept any Tender Instructions for any reason. In addition, notwithstanding any other provisions of the Offer, the Offer is conditioned upon there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the tender and/or purchase of Existing Notes pursuant to the Offer; (2) would or might result in a delay in, or restrict, the ability of the Republic to purchase or pay for the Existing Notes and/or issue the New Notes; or (3) imposes or seeks to impose limitations on the ability of the Republic to issue and/or price the New Notes in an amount, with pricing and on terms and conditions acceptable to the Republic.
New Financing Condition
The Republic separately announced today its intention to issue a new series of U.S. dollar-denominated notes (the "New Notes" and such offering, the "New Notes Offering"). The pricing of the New Notes Offering will take place after the Expiration Deadline. Whether the Republic will accept and settle the purchase of Existing Notes validly tendered in the Offer is conditioned upon (unless such condition is waived by the Republic in its sole and absolute discretion), without limitation, the closing of the offering of the New Notes on terms acceptable to the Republic (as determined by the Republic in its sole and absolute discretion) (the "New Financing Condition"). Even if the New Financing Condition is satisfied, however, the Republic is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Offer.
Each of the foregoing conditions is for the sole benefit of the Republic and may only be waived by the Republic, in whole or in part, at any time and from time to time, in its discretion. Any determination by the Republic concerning the conditions set forth above (including whether or not any such condition has been satisfied or waived) will be final and binding upon the Information and Tender Agent and all other persons. Existing Notes that are not tendered or accepted for purchase pursuant to the Offer will remain outstanding. There can be no assurance that any New Notes will be issued at all.
Expected Timetable of Events
The times and dates below are indicative only.
|
Event |
Expected Times and Dates |
|
Commencement Date |
|
|
Offer announced via the Clearing Systems and published by way of announcement on a Notifying News Service, on the website of the London Stock Exchange. Tender Offer Memorandum available via the Tender Offer Website. |
12 May 2026 |
|
Announcement of the New Notes Offering Allocation Codes are available by contacting the Dealer Manager (in its capacity as lead manager in the New Notes Offering). Allocation Codes may only be requested prior to the Expiration Deadline. |
12 May 2026 |
|
Expiration Deadline |
|
|
Deadline for receipt of valid Tender Instructions by the Information and Tender Agent (and requesting Allocation Codes from the Dealer Manager, if applicable) in order for Noteholders to be able to participate in the Offer and be eligible for the New Notes Priority Allocation (in accordance with the conditions thereto), unless extended or earlier terminated by the Republic. In the case of an extension, the Expiration Deadline will be such other date and time as so extended and modified as provided below. |
5:00 p.m., Central European Summer Time on 19 May 2026 |
|
Results Announcement Date |
|
|
Announcement of the aggregate principal amount of Existing Notes that has been accepted for purchase, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, distributed via the Clearing Systems and published by way of announcement on a Notifying News Service, on the website of the London Stock Exchange. |
As soon as practicable after the Expiration Deadline. |
|
Settlement Date of the Offer |
|
|
Expected Settlement Date for the Offer (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date). |
Expected to be on or about the later of (i) 26 May 2026, and (ii) the settlement date of the New Notes. |
The above times and dates are subject to the right of the Republic in its sole and absolute discretion to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Existing 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.
Tender Instructions
In order to participate in and be eligible to receive the Tender Consideration pursuant to the Offer, Noteholders must validly tender their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by 5:00 p.m., Central European Summer Time on 19 May 2026 (the "Expiration Deadline"). An indicative timetable of the Offer is set out above.
If a Noteholder holds its Existing Notes through a custodian or other intermediary, such Noteholder may not submit a Tender Instruction directly. It should therefore contact its custodian or other intermediary to instruct its custodian or intermediary to submit a Tender Instruction on its behalf. Noteholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Existing 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.
Tenders of Existing Notes pursuant to the Offer will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in a minimum denomination based on principal amounts for Existing Notes equal to $200,000 in principal amount and integral multiples of $1,000 in principal amount thereafter (a "Minimum Denomination"). Existing Notes may be tendered and accepted for purchase only in principal amounts no less than the Minimum Denomination. Noteholders who do not tender all of their Existing Notes must ensure that they retain a principal amount of Existing Notes amounting to at least the Minimum Denomination.
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 restrictions set out below and more fully described therein.
Further information
Citigroup Global Markets Limited has been appointed by the Republic to serve as dealer manager (the "Dealer Manager") for the Offer. Citibank, N.A., London Branch (the "Information and Tender Agent") has been appointed by the Republic to act as the Information and Tender Agent in connection with the Offer.
For additional information regarding the terms of the Offer, please contact Citigroup Global Markets Limited by email at liabilitymanagement.europe@citi.com or by telephone at Europe: +44 20 7986 8969 / U.S. Toll Free: +1 800 558 3745 / U.S. Collect: +1 212 723 6106. Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: citiexchanges@citi.com.
The Tender Offer Memorandum is expected to be available for distribution to Noteholders beginning today. A copy of the Tender Offer Memorandum is available on the Tender Offer Website accessible at https://debtxportal.issuerservices.citigroup.com.
The Tender Consideration, if paid by the Republic with respect to the Existing Notes accepted for purchase, will not necessarily reflect the actual value of such Existing Notes. Noteholders should analyse the value of the Existing Notes and make an independent assessment of the terms of the Offer. None of the Republic, the Dealer Manager or the Information and Tender Agent or any of their respective affiliates makes any recommendation as to whether any holder of the Existing Notes should tender or refrain from tendering all or any portion of the principal amount of the Existing Notes and no one has been authorised by any of them to make any such recommendation.
Capitalized terms used and not defined herein have the meanings ascribed to them in the Tender Offer Memorandum.
Important Information
This communication is not for public distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities, including the New Notes, in the United States, or any jurisdiction in which such offer or sale would be unlawful. The Offer and the distribution of this communication and other information in connection with the transactions referred to herein may be restricted by law and persons into whose possession this communication 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.
###
United Kingdom
Neither this communication, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been made by or 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 only being distributed to and are 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, as amended (the "Order"); (3) those persons who are within Article 43(2) of the Order; or (4) 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 and any other documents or materials relating thereto 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 Offer, this communication, the Tender Offer Memorandum or any other document or materials relating to the Offer 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 Offer is 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. Noteholders or beneficial owners of the Existing Notes that are located in Italy can tender Existing Notes 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.
France
The Offer is not being made, directly or indirectly, and neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed, in the Republic of France other than to qualified investors (investisseurs qualifiés), as referred to in Article L.411-2 of the French Code monétaire et financier and as defined in, and in accordance with, Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this communication, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be approved, filed or reviewed by the Autorité des Marchés Financiers.
United States
This communication is not an offer of New Notes for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The New Notes will be offered and sold only outside the United States in accordance with Regulation S under the Securities Act.
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The target market for the New Notes is (i) eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended), and (ii) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.