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THE REPUBLIC OF MACEDONIA - · PDF fileTHE REPUBLIC OF MACEDONIA €150,000,000 4.625 per cent. Notes due 2015 ISSUE PRICE: 99.467 PER CENT. The issue price of the 4.625 per cent

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Text of THE REPUBLIC OF MACEDONIA - · PDF fileTHE REPUBLIC OF MACEDONIA €150,000,000 4.625 per...

  • THE REPUBLIC OF MACEDONIA150,000,000 4.625 per cent. Notes due 2015


    The issue price of the 4.625 per cent. Notes due 2015 (the Notes) of the Republic of Macedonia (theRepublic or Macedonia) is 99.467 per cent. of their principal amount.

    Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on8 December, 2015.

    The Notes will bear interest from, and including, 8 December, 2005 at the rate of 4.625 per cent. per annumpayable annually in arrear on 8 December in each year commencing on 8 December, 2006. Payments on theNotes will be made in Euro without deduction for, or on account of, taxes imposed or levied by Macedoniato the extent described under Terms and Conditions of the Notes Taxation.

    Application has been made to the Financial Services Authority in its capacity as competent authority underthe Financial Services and Markets Act 2000 (the UK Listing Authority and the FSMA respectively)for the Notes to be admitted to the official list of the UK Listing Authority (the Official List) and to theLondon Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on theLondon Stock Exchanges Gilt Edged and Fixed Interest Regulated Market.

    The Notes have not been, and will not be, registered under the United States Securities Act of 1933, asamended (the Securities Act). The Notes are being offered outside the United States by the Manager (asdefined herein) in accordance with Regulation S under the Securities Act (Regulation S), and may not beoffered or sold within the United States or to U.S. persons, except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act.

    An investment in the Notes involves a high degree of risk. See Risk Factors beginning on page 5.

    The Notes will be in registered form and in denominations of 50,000 and integral multiples of 1,000 inexcess thereof. The Notes will be represented by beneficial interests in a global note (the Global Note) inregistered form, without interest coupons, which will be registered in the name of Citivic Nominees Limited,as nominee for, and shall be deposited on or around 8 December, 2005 (the Closing Date) with CitibankN.A., London as common depositary for, and in respect of interests held through, Euroclear Bank S.A./N.V.,as operator of the Euroclear System (Euroclear) and Clearstream Banking, socit anonyme(Clearstream, Luxembourg). Beneficial interests in the Global Note will be shown on, and transfersthereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg andtheir participants. Except as described herein, certificates will not be issued for beneficial interests in theGlobal Note.


    This Prospectus is dated 7 December, 2005









  • The Republic has confirmed to the Manager named under Subscription and Sale below that this Prospectuscontains all information regarding the Republic and the Notes which is (in the context of the issue of theNotes) material; such information is true and accurate in all material respects and is not misleading in anymaterial respect; the Republic has confirmed that any opinions, predictions or intentions expressed in thisProspectus on the part of the Republic are honestly held or made and are not misleading in any materialrespect; the Republic has confirmed that this Prospectus does not omit to state any material fact necessary tomake such respective information, opinions, predictions or intentions (in such context) not misleading in anymaterial respect; and the Republic has confirmed that all reasonable and proper enquiries have been madeby the Republic to ascertain and to verify the foregoing. The Republic accepts responsibility for theinformation contained in this Prospectus. To the best knowledge of the Republic (having taken all reasonablecare to ensure that such is the case) the information contained in this Prospectus is in accordance with thefacts and does not omit anything likely to affect the import of such information.

    The Republic has not authorised the making or provision of any representation or information regarding theRepublic or the Notes other than as contained in this Prospectus. Any other representation or informationshould not be relied upon as having been authorised by the Republic or the Manager. Each personcontemplating making an investment in the Notes must make its own investigation and analysis of thecreditworthiness of the Republic and its own determination of the suitability of any such investment, withparticular reference to its own investment objectives and experience, and any other factors which may berelevant to it in connection with such investment.

    Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in anycircumstances create any implication that there has been no adverse change, or event reasonably likely toinvolve any adverse change, in the condition (financial or otherwise) of the Republic since the date of thisProspectus.

    This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.

    The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictionsmay be restricted by law. Persons into whose possession this Prospectus comes are required by the Republicand the Manager to inform themselves about and to observe any such restrictions. For a description of certainrestrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and otheroffering material relating to the Notes, see Subscription and Sale.

    In particular, the Notes have not been and will not be registered under the Securities Act. Subject to certainexceptions, the Notes may not be offered or sold in the United States or to U.S. persons.

    Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the taxlaws of the country of which they are resident for tax purposes and the tax laws of Macedonia of acquiring,holding and disposing of the Notes and receiving payments of principal, interest and/or other amounts underthe Notes.

    In this Prospectus, unless otherwise specified, references to Euro, EUR or are to the single currencyintroduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treatyestablishing the European Community, as amended, references to $, USD and US dollars are toUnited States Dollars and references to denars and MKD are to Macedonian Denars.

    The National Bank of the Republic of Macedonias (the NBRM) foreign exchange rate for US dollars on24 November 2005 was 51.9862 MKD = USD 1.00 and the National Bank of Macedonias foreign exchangerate for Euro on 24 November 2005 was 61.2189 = EUR 1.00.

    In this Prospectus, unless otherwise stated, all annual information, including budgetary information relatingto the Republic, is based upon calendar years. The GDP and expenditure numbers relating to the Republicin this Prospectus are based on constant prices unless otherwise stated. Comparison of statistical informationcalculated in accordance with different methodologies may not be possible. Information for year 2004 andthe first half of 2005 is preliminary. In addition, references to the EU and EU members at a particular point






  • in time or date are references to the EU comprising those countries that were members of the EU at thatparticular point in time or on such date.

    Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals incertain tables may not be an arithmetic aggregation of the figures which precede them.

    In connection with the issue of the Notes, Citigroup Global Markets Limited or any person acting for it (theStabilising Manager) may over-allot Notes (provided that the aggregate principal amount of Notes allotteddoes not exceed 105% of the initial offer size) or effect transactions with a view to supporting the marketprice of the Notes at a higher level than that which might otherwise prevail. However, there is no assurancethat the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake suchstabilisation action. Any stabilisation action may begin on or after the date on which adequate publicdisclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it mustend no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of theallotment of the Notes.

    Such stabilising shall be in full compliance with applicable laws, regulations and rules.

    Some of the statements contained in this Prospectus constitute forward-looking statements. Statements thatare not historical facts, including statements about the Republics beliefs and expectations, are forward-looking statements. These statements are based on current plans, objectives, assumptions, estimates andprojections. Therefore, undue reliance should not be placed on them. Forward-looking statements speak onlyas of the date that they are made and the Republic undertakes no obligation to update publicly any of themin light of new information or future events. Forward-looking statements involve inherent risks anduncertainties. The Republic cautions that a number of important factors could cause actual results to differmaterially from those contained in any forward-looking statement. Forward-looking statements include, butare not limited