Obligation Armenie 6% ( XS0974642273 ) en USD

Société émettrice Armenie
Prix sur le marché 100 %  ▲ 
Pays  Armenie
Code ISIN  XS0974642273 ( en USD )
Coupon 6% par an ( paiement semestriel )
Echéance 29/09/2020 - Obligation échue



Prospectus brochure de l'obligation Armenia XS0974642273 en USD 6%, échue


Montant Minimal 200 000 USD
Montant de l'émission 97 657 000 USD
Cusip 042207AA8
Description détaillée L'Arménie, pays montagneux du Caucase, possède une riche histoire et une culture ancienne, marquée par le christianisme et une identité nationale forte.

L'obligation XS0974642273 (CUSIP 042207AA8), émise par l'Arménie en USD pour un montant total de 97 657 000 USD, avec un coupon de 6% payable deux fois par an, est arrivée à échéance le 29 septembre 2020 et a été intégralement remboursée au cours de 100%, avec un placement minimum de 200 000 USD.







N 5
2015

10- N 218 -

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following
disclaimer applies to the attached tender offer memorandum (the "Tender Offer Memorandum"),
whether received by email or otherwise received as a result of electronic communication, and you are
therefore required to read this disclaimer carefully before accessing, reading or making any other use of
this Tender Offer Memorandum. By accessing this Tender Offer Memorandum, including any e-mail to
which this Tender Offer Memorandum may have been attached, you agree (in addition to giving the
representations below) to be bound by the following terms and conditions, including any modifications to
them from time to time, each time you receive any information from Deutsche Bank AG, London Branch
and/or HSBC Bank plc and/or J.P. Morgan Securities plc (each, a "Dealer Manager" and, together, the
"Dealer Managers" ) and/or Lucid Issuer Services Limited (the "Tender Agent") as a result of such
access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given
to them in this Tender Offer Memorandum.
Confirmation of your representation: In order to be eligible to view this Tender Offer
Memorandum or participate in the Tender Offer (as defined below), you must be able to participate
lawfully in the invitation by the Republic of Armenia (the "Issuer" or "Armenia") acting through the
Ministry of Finance of Armenia (the "Ministry of Finance") to holders of the U.S.$700,000,000 6.000
per cent. Notes due 2020 (the "Notes") issued by the Issuer (Reg S ISIN: XS0974642273/ 144A ISIN:
US042207AA84 / 144A CUSIP: 042207AA8) to tender their Notes for purchase by the Issuer for cash
(the "Tender Offer") on the terms and subject to the conditions set out in this Tender Offer
Memorandum including the offer and distribution restrictions set out in this Tender Offer Memorandum.
This Tender Offer Memorandum has been sent to you in an electronic form on the basis that (a) you are a
holder or beneficial owner of the Notes; (b) you are a person to whom it is lawful to send this Tender
Offer Memorandum or to make an invitation pursuant to the Tender Offer in accordance with applicable
law; and (c) that you consent to delivery of this Tender Offer Memorandum by electronic transmission.
You are responsible for protecting against viruses and other destructive items. Your receipt of this
electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it
is free from viruses and other items of a destructive nature. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Issuer, the Dealer Managers, the Tender Agent or any person who controls (as
applicable), or is a director, officer, employee, agent or affiliate of, any such person accepts any liability
or responsibility whatsoever in respect of any difference between this Tender Offer Memorandum
distributed to you in electronic format and the hard copy version available to you on request from the
Tender Agent.
You are also reminded that this Tender Offer Memorandum has been sent to you on the basis that
you are a person into whose possession this Tender Offer Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are
you authorised to, deliver this Tender Offer Memorandum to any other person. If you are not the named
addressee to which this Tender Offer Memorandum has been delivered, please notify the sender
immediately and destroy this Tender Offer Memorandum.
Any materials relating to the Tender Offer do not constitute, and may not be used in connection
with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by
law. If a jurisdiction requires the Tender Offer 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 such
jurisdictions, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate (as the
case may be) on behalf of the Issuer in such jurisdiction.
This Tender Offer Memorandum has been issued by the Issuer and is being distributed only to
existing holders of the Notes, those holders being investment professionals and high net worth
companies/undertakings each within the meaning of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005 or other persons to whom it can lawfully be communicated under that
order.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation
of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.
THIS TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED
TO ANY PERSON OTHER THAN THE RECIPIENT AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THIS TENDER OFFER MEMORANDUM HAS NOT BEEN FILED
WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR
REGULATORY AUTHORITY OF THE REPUBLIC OF ARMENIA, BELGIUM, FRANCE, ITALY,
THE RUSSIAN FEDERATION, THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER
JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS TENDER OFFER MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL
OFFENCE.
This Tender Offer Memorandum contains important information which should be read
carefully before any decision is made with respect to the Tender Offer. If any holder of Notes is in
any doubt as to the action it should take, such holder is recommended to immediately seek its own
financial advice, including tax advice relating to the consequences resulting from the Tender Offer
from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal
advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Tender Offer.






REPUBLIC OF ARMENIA
(acting through the Ministry of Finance)
Invitation to Tender for Purchase for Cash
Up to U.S.$200,000,000 of the outstanding U.S.$700,000,000 6.000 per cent. Notes due 2020 (the "Notes") issued by the
Republic of Armenia (the "Issuer" or "Armenia"), acting through the Ministry of Finance of Armenia (the "Ministry of
Finance")

Reg S ISIN: XS0974642273
144A ISIN: US042207AA84 ­ 144A CUSIP: 042207AA8
The Issuer hereby invites the holders of the Notes (the "Noteholders"), subject to the offer restrictions referred to in "Offer and
Distribution Restrictions" below, and upon the terms and subject to the conditions set forth in this tender offer memorandum (as it
may be amended or supplemented from time to time, the "Tender Offer Memorandum"), to tender for purchase for cash up to
U.S.$200,000,000 of the outstanding Notes (the "Maximum Acceptance Amount", in accordance with the procedures described
herein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".
The Tender Offer will finally expire at 5.00 pm (New York time) on 18 March 2015, unless extended or earlier terminated
(such time and date, as the same may be extended, the "Expiration Deadline").
Noteholders that validly tender their Notes at or prior to the Expiration Deadline (and providing such tender is received by the
Tender Agent on or prior to the Expiration Deadline), will be eligible to receive the Purchase Price (as defined below), plus the
Accrued Interest Amount (as defined below) on the Payment Date (as defined below).
Tenders of the Notes pursuant to the Tender Offer will be irrevocable except in the limited circumstances described in
"Procedures for Tendering Notes ­ Revocation Rights".
The Tender Offer is made subject to the terms and conditions set forth in this Tender Offer Memorandum, including the
closing of a new issue of notes by the Issuer (the "New Notes"), to be denominated in U.S. Dollars, yet to be priced in an
amount and on terms and conditions acceptable to the Issuer (the "New Notes Offering").
Subject to applicable law, the Issuer reserves the right, in its sole and absolute discretion, not to accept any tenders of Notes or
to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the
Purchase Price with respect to the Tender Offer). For a more detailed discussion, see "The Tender Offer".
The Purchase Price (expressed as an amount per U.S.$1,000 in principal amount of Notes) is set forth below. In addition to
the Purchase Price, the Issuer will pay as part of the consideration for the Notes accepted for purchase in the Tender Offer a sum
equivalent to accrued and unpaid interest, if any (the "Accrued Interest Amount"), from (and including) the immediately preceding
interest payment date for the Notes up to but not including the Payment Date. No tenders of Notes will be valid if submitted, and
received by the Tender Agent, after the Expiration Deadline.

Description of the
Outstanding Principal
ISIN / CUSIP (Reg
Purchase
Maximum Acceptance
Notes
Amount
S/144A)
Price
Amount
The U.S.$700,000,000
U.S.$700,000,000
ISINS:
U.S.$1,000 per
U.S.$200,000,000
6.000 per cent. Notes
XS0974642273/
U.S.$1,000 in principal
due 2020
US042207AA84
amount of Notes

CUSIP (144A only):

042207AA8











Dealer Managers
DEUTSCHE BANK
HSBC
J.P. MORGAN

12 March 2015




Consummation of the Tender Offer is subject to the satisfaction of certain other conditions
(each as more fully described herein). Subject to applicable law, the Issuer reserves the right, in its
sole discretion, to waive any and all conditions to the Tender Offer.
Only Noteholders that validly tender their Notes on or prior to the Expiration Deadline
(providing such tender is received by the Tender Agent on or prior to the Expiration Deadline)
(and do not validly revoke their tenders in the limited circumstances in which revocation is
permitted) will be eligible to receive the Purchase Price. In addition, all Noteholders validly
tendering their Notes that are accepted for purchase by the Issuer in the Tender Offer will receive a
cash payment representing the Accrued Interest Amount on those Notes.
The "Payment Date", in respect of any Notes that are (i) validly tendered on or prior to the
Expiration Deadline (providing such tender is received by the Tender Agent on or prior to the Expiration
Deadline) and (ii) accepted for purchase by the Issuer, will be on or about 26 March 2015.
Subject to applicable law and in accordance with the conditions described herein, the Issuer
reserves the right, in its sole and absolute discretion, not to accept any tender of Notes.
The Issuer has not expressed any opinion with respect to the Tender Offer. None of the Issuer, the
Dealer Managers (as defined herein), the Tender Agent (as defined herein) nor any of their respective
affiliates, as applicable, makes any recommendation as to whether or not any Noteholder should tender its
Notes pursuant to the Tender Offer. Each Noteholder must make its own decision as to whether or not to
tender its Notes in connection with the Tender Offer.
Tenders of the Notes pursuant to the Tender Offer will be irrevocable except in the limited
circumstances described in "Procedures for Tendering Notes--Revocation Rights".
Each Noteholder is advised to check with any broker, dealer, bank, custodian, trust company
or other nominee or other intermediary through which it holds Notes to confirm whether such
intermediary needs to receive instructions from such Noteholder before the deadlines specified in this
Tender Offer Memorandum in order for that Noteholder to be able to participate in, or revoke its
instruction to participate in, the Tender Offer. The deadlines set by intermediaries for the submission
and withdrawal of instructions may be earlier than the relevant deadlines specified in this Tender Offer
Memorandum.
Noteholders should carefully consider all of the information in this Tender Offer
Memorandum and, in particular, the information contained in "Risk Factors" beginning on page 18
of this Tender Offer Memorandum before tendering any Notes.
Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the
Dealer Managers and (ii) tendering Notes may be directed to the Tender Agent, the contact details for
both of which appear on the last page of this Tender Offer Memorandum.
Notice to U.S. Noteholders
The Tender Offer will be made in the United States pursuant to exemptions from the U.S. tender
offer rules provided for in Rule 3a12-3 of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and otherwise in accordance with the requirements of applicable laws of the Republic
of Armenia and English law. Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S. domestic tender offer procedures and law.
The receipt of cash pursuant to the Tender Offer by a U.S. Noteholder may be a taxable
transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign




and other tax laws. Each Noteholder is urged to consult his independent professional advisor immediately
regarding the tax consequences of acceptance of the Tender Offer.
It may be difficult for U.S. Noteholders to enforce their rights and claims arising out of the U.S.
federal securities laws, since the Issuer is a sovereign state. See " ­ Service of Process and Enforcement of
Civil Liabilities".
Service of Process and Enforcement of Civil Liabilities
Armenia is a sovereign state, and nearly all of the assets of Armenia are located outside the
United States and the United Kingdom. There is a risk that, notwithstanding the limited waiver of
sovereign immunity by Armenia in connection with the Tender Offer and disputes arising in connection
therewith, a claimant will not be able to enforce a foreign court judgment or arbitral award against
Armenia (including the imposition of any arrest order or the attachment or seizure of such assets and their
subsequent sale), without Armenia having specifically consented to such enforcement at the time when
the enforcement is sought. In addition, certain state-owned assets are statutorily exempt from court
enforcement procedures within Armenia. Armenia has not waived any immunity in respect of present or
future property (i) used by a diplomatic or consular mission of Armenia; (ii) of a military character and
under control of a military authority or defence agency; (iii) constituting the international reserves of
Armenia held by the Central Bank of Armenia (the "CBA"); or (iv) located in Armenia and dedicated to a
public, governmental, religious or cultural use (as distinct from property which is for the time being in use
or intended for use for commercial purposes).

It may not be possible to effect service of process against Armenia in courts outside Armenia or
in a jurisdiction to which Armenia has not explicitly submitted, and the choice of jurisdiction of a foreign
court (including English courts) in contractual agreements may be held to be invalid by an Armenian
court. In addition, courts in Armenia will not enforce a judgment obtained in a foreign court unless such
enforcement is provided for by treaty ratified by Armenia or by an arrangement between such country and
Armenia providing for reciprocal enforcement of judgments, and then only in accordance with the terms
of such treaty or arrangement and with Armenian law. Armenia has no such treaty (or arrangement) with
the United Kingdom or with the United States.

Notwithstanding that Armenia is a party to the Convention on Recognition and Enforcements of
Foreign Arbitral Awards of 10 June 1958 (the "NY Convention") in accordance with which an award of
the International Chamber of Commerce (the "ICC") should be recognised and enforced by the courts of
Armenia, it may not be possible as a practical matter to enforce foreign arbitral awards against Armenia
possibly due to Armenian courts interpreting widely "public policy" as a ground for refusing recognition
and enforcement of the award.
See "Risk Factors ­ Judgments Relating to Assets in Armenia and Armenian Assets in Other
Jurisdictions May Be Difficult to Enforce," and "Risk Factors ­ Armenian Courts May Not Enforce
Foreign Arbitral Awards."





CONTENTS

OFFER AND DISTRIBUTION RESTRICTIONS ......................................................................... 2
IMPORTANT DATES ..................................................................................................................... 5
GENERAL........................................................................................................................................ 7
SUMMARY .................................................................................................................................... 11
THE NOTES................................................................................................................................... 15
RATIONALE FOR THE TENDER OFFER................................................................................. 16
SOURCES OF FUNDS................................................................................................................... 17
RISK FACTORS ............................................................................................................................ 18
THE TENDER OFFER.................................................................................................................. 22
PROCEDURES FOR TENDERING NOTES ............................................................................... 26
TAX CONSEQUENCES................................................................................................................ 34
DEALER MANAGERS AND TENDER AGENT......................................................................... 35




OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by
law. Persons into whose possession this Tender Offer Memorandum comes are required by the Issuer, the
Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Belgium
Neither this Tender Offer Memorandum nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële
diensten en markten) and, accordingly, the Tender Offer 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 and as
defined in Articles 3 and 6 of the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated markets (together the
"Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be extended, and neither this Tender Offer
Memorandum nor any other documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any individual or legal entity in Belgium other than:
(i)
qualified investors, as defined in Article 10 of the Prospectus Law;
(ii)
investors required to invest a minimum of 100,000 (per investor and per transaction);
and in any other circumstances set out in Article 3 §§2-4 of the Prospectus Law. Insofar as Belgium is
concerned, this Tender Offer Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information
contained in this Tender Offer Memorandum may not be used for any other purpose or disclosed to any
other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France
("France"). Neither this Tender Offer Memorandum nor any other document or material relating to the
Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(Investisseurs Qualifiés) and/or (iii) a limited circle of investors (cercle restreint) acting for their own
account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4
of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer.
This Tender Offer Memorandum has not been and will not be submitted for clearance to the
Autorité des Marchés Financiers.
Italy
None of the Tender Offer, this Tender Offer Memorandum or any other documents or materials
relating to the Tender Offer has been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
This Tender 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, of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the "Issuer's Regulation") as the case may be. The Tender
Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuer's Regulation.
Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer 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. 16190 of
29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 Notes or the Tender Offer.
United Kingdom
The communication of this Tender Offer Memorandum by the Issuer and any other documents or
materials relating to the Tender Offer is 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are
existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
Russian Federation
Neither this Tender Offer Memorandum nor information contained therein nor any other
document or materials relating to the Tender Offer is an offer, or an invitation to make offers, to sell,
exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian
person or entity and does not constitute an advertisement or offering of securities in the Russian
Federation within the meaning of Russian securities laws. Information contained in this Tender Offer
Memorandum or any other document or materials relating to the Tender Offer is not intended for any
persons in the Russian Federation who are not "qualified investors" within the meaning of Article 51.2 of
the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian
QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons
who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information
under Russian law.
General
This Tender Offer Memorandum and any related documents do not constitute an offer to buy or
the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is
unlawful. If a jurisdiction requires the Tender Offer 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 such
jurisdictions, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate (as
the case may be) on behalf of the Issuer in such jurisdiction.
In addition to the representations referred to above in respect of Belgium, France, Italy, the
Russian Federation and the United Kingdom, each Noteholder participating in the Tender Offer will also
be deemed to give certain representations in respect of the jurisdictions referred to above and generally as
set out in "Procedures for Tendering Notes". Any tender of Notes for purchase pursuant to the Tender




Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the
Issuer and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any
tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any
reason) that such representation is not correct, such tender of Notes shall not be accepted.