The Republic of Benin – Tender Offer 2024 (XS) - Results

The Republic of Benin Announces the Results of its Invitation to Purchase for Cash its 5.750% Amortizing Notes due 2026 and its 4.875% Amortizing Notes due 2032 - XS1963478018 - XS1963477556 - XS2278994418 - XS2278994681

07 MARCH 2024

Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext

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"Results

The table below sets forth information with respect to the Existing Notes that were validly tendered at or prior to 4:00 p.m., London time on March 6, 2024 (the “Expiration Deadline”) and the amounts that the Republic will accept for purchase pursuant to the Offers (subject to satisfaction or waiver of the terms and conditions described in the Tender Offer Memorandum). The Offers expired at the Expiration 2 Deadline, and no further Existing Notes may be tendered for purchase pursuant to the Offers.

Any and All Offer

The Republic is pleased to announce that it will accept all valid tenders of 2026 Notes pursuant to the Any and All Offer in the aggregate principal amount of 2026 Notes of €140,295,000.

Capped Offer

The aggregate principal amount of 2032 Notes validly tendered pursuant to the Capped Offer, which is €136,562,000, exceeds the 2032 Notes Tender Cap (the maximum aggregate 2032 Notes Purchase Price (as defined below) payable for the 2032 Notes validly tendered and accepted for purchase by the Republic in the Capped Offer).

The 2032 Notes Tender Cap is €88,915,598.70, representing U.S.$250,000,000 less the aggregate 2026 Notes Purchase Price (as defined below). For these purposes, the Euro-equivalent of U.S.$250,000,000 was €229,210,598.70, calculated at the U.S.$ FX Rate as of 4.00 p.m., London time, on the day of the Expiration Deadline, as reported on the Bloomberg BFIX Screen Page (i.e., U.S.$1.0907 = €1).

Therefore, the Republic will prorate the principal amount of validly tendered 2032 Notes, by applying the proration factor indicated in the table above and in accordance with the terms set out in the Tender Offer Memorandum.

Each tender of 2032 Notes that is prorated has been rounded down to the nearest €1,000 in principal amount, being the permitted integral multiple of the 2032 Notes.

Where, as a result of proration, the principal amount of validly tendered 2032 Notes accepted for purchase, or the principal amount of validly tendered 2032 Notes that are not accepted and returned to a Noteholder, would result in less than the Minimum Denomination being accepted or returned to such Noteholder, the Republic has accepted all of such Noteholder’s validly tendered 2032 Notes."

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The Republic of Benin Announces an Invitation to Purchase for Cash its 5.750% Amortizing Notes due 2026 and its 4.875% Amortizing Notes due 2032 - XS1963478018 - XS1963477556 - XS2278994418 - XS2278994681

28 FEBRUARY 2024

Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext

Invitation to Purchase the Republic’s Existing Notes

The Republic announces today its invitation to eligible holders (the “Noteholders”) of its outstanding €500,000,000 5.75% Amortizing Notes due 2026 (Reg. S ISIN XS1963478018, Reg. S Common Code 196347801; Rule 144A ISIN XS1963477556, Rule 144A Common Code 196347755, the “2026 Notes”) to purchase for cash, upon the terms and subject to the conditions set forth in the tender offer memorandum dated February 28, 2024 (the “Tender Offer Memorandum”), any and all of its outstanding 2026 Notes (the “Any and All Offer”).

In addition, the Republic announces that it has launched an invitation to Noteholders of its outstanding €700,000,000 4.875% Amortizing Notes due 2032 (Reg. S ISIN: XS2278994418; Reg. S Common Code: 227899441; Rule 144A ISIN: XS2278994681; Rule 144A Common Code: 227899468) (the “2032 Notes” and, together with the 2026 Notes, the “Existing Notes”) to purchase for cash, on the terms and subject to the conditions set forth in the Tender Offer Memorandum, up to the 2032 Notes Tender Cap (as defined herein) (the “Capped Offer” and, together with the Any and All Offer, the “Offers”, and each, an “Offer”). The “2032 Notes Tender Cap” is the maximum aggregate 2032 Notes Purchase Price (as defined below) payable for the 2032 Notes validly tendered and accepted for purchase by the Republic in the Capped Offer, which is an amount equal to U.S.$250,000,000 less the aggregate 2026 Notes Purchase Price (as defined herein) paid in consideration of the aggregate principal amount of 2026 Notes validly tendered and accepted for purchase in the Any and All Offer, excluding in the case of each Offer any Accrued Interest on each series of Existing Notes. For these purposes, the Euro-equivalent of U.S.$250,000,000 shall be calculated at the U.S.$ FX Rate.

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Summary of the Offer

The Republic is making the Offers as part of its proactive debt management strategy.

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