Commentary & Deal Flow

The Republic of Angola Announces an Invitation to Purchase for Cash its Existing Notes Listed Below

20 May 2026 - The Republic of Angola ("Angola" or the "Republic") announces that it has today launched an invitation to eligible holders (the "Noteholders") of its outstanding U.S.$1,750,000,000 8.25 per cent. Notes due 2028 (Reg. S ISIN: XS1819680288; Reg. S Common Code: 181968028; Rule 144A ISIN: US035198AB62; Rule 144A CUSIP number: 035198AB6; Rule 144A Common Code: 181968087) (the "2028 Notes") and U.S.$1,750,000,000 8.00 per cent. Notes due 2029 (Reg. S ISIN: XS2083302419; Reg. S Common Code: 208330241; Rule 144A ISIN: US035198AD29; Rule 144A CUSIP number: 035198AD2; Rule 144A Common Code: 208389815) (the "2029 Notes" and, together with the 2028 Notes, the "Existing Notes") to tender such Existing Notes for purchase by the Republic for cash up to an amount such that the sum of the aggregate Purchase Price for both series (excluding Accrued Interest) (each as defined herein) is not greater than the Maximum Aggregate Purchase Price (as defined below) (the "Offers"), on the terms and subject to the conditions set forth in the tender offer memorandum dated 20 May 2026 (the "Tender Offer Memorandum"). 

All documentation relating to the Offers including the Tender Offer Memorandum and any amendments or supplements thereto will be available to Noteholders via the website for the Tender Offer accessible at: https://projects.sodali.com/angola. The Offers are subject to offer restrictions in, among other countries, the United Kingdom, Italy and France, as described below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. 

Summary of the Offer

1      The purchase price is presented per U.S.$1,000 of the original principal amount of the Existing Notes accepted for purchase. In addition to paying the applicable Purchase Price in respect of Existing Notes accepted for purchase, the Republic will also pay accrued and unpaid interest on such Existing Notes.

2      Subject to applicable law, the Republic expressly reserves the right, but is not obligated to, increase or decrease the Maximum Aggregate Purchase Price in its sole and absolute discretion without extending the Expiration Deadline (as defined herein) or otherwise providing withdrawal rights. The Republic also reserves the right not to accept any of the Existing Notes for purchase pursuant to any of the Offer.

The Republic is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Offers.  The acceptance for purchase by the Republic of Existing Notes tendered pursuant to the Offers is at the sole and absolute discretion of the Republic and tenders may be rejected by the Republic for any reason.

Rationale for the Offers

The Republic is making the Offers (subject to the New Financing Condition and the other terms and conditions set out 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 Republic reserves the right to reject or accept any Existing Notes validly tendered pursuant to the Tender Offer Memorandum in its sole and absolute discretion.

Tender Consideration Payable to Noteholders

The Republic will pay for the Existing Notes accepted by it for purchase pursuant to the Offers a tender consideration equal to:

(A) in respect of the 2028 Notes, (i) U.S.$1,025.75 per U.S.$1,000 in principal amount of the 2028 Notes (the "2028 Notes Purchase Price") plus (ii) Accrued Interest thereon (the "2028 Notes Tender Consideration"); and

(B) in respect of the 2029 Notes, (i) U.S.$1,013.75 per U.S.$1,000 in principal amount of 2029 Notes (the "2029 Notes Purchase Price" and, together with the 2028 Notes Purchase Price, each a "Purchase Price") plus (ii) Accrued Interest thereon (the "2029 Notes Tender Consideration" and, together with the 2028 Notes Tender Consideration, each a "Tender Consideration").

The Republic will calculate any Accrued Interest with respect to Existing Notes accepted for purchase, and the calculation will be final and binding on all Noteholders whose Existing Notes were accepted for purchase, absent manifest error.

Maximum Aggregate Purchase Price and Proration

The Republic is offering to purchase its outstanding Existing Notes for cash up to an amount such that the aggregate of the relevant Purchase Price for each series (excluding Accrued Interest) is not greater than the Maximum Aggregate Purchase Price, subject to the conditions set forth in the Tender Offer Memorandum.

Subject to applicable law, the Republic expressly reserves the right, but is not obligated to, increase or decrease the Maximum Aggregate Purchase Price in its sole and absolute discretion without extending the Expiration Deadline or otherwise providing withdrawal rights.

In the event that proration with respect to tendered Existing Notes is required as a result of the Maximum Aggregate Purchase Price, such tenders will be subject to proration on the basis described in the Tender Offer Memorandum.

New Financing Condition

The Republic announced today its intention to issue one or more new tranches of US dollar-denominated notes to be consolidated with existing series of notes issued by the Republic (the "New Notes" and such offering, the "New Notes Offering"), subject to market conditions.  Whether the Republic will accept for purchase Existing Notes validly tendered in the Offers is conditional (unless such condition is waived by the Republic in its sole and absolute discretion) upon the closing of the New Notes Offering 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, the Republic is not under any obligation to accept for purchase any Existing Notes tendered pursuant to any Offer.

Existing Notes that are not tendered or accepted for purchase pursuant to the Offers will remain outstanding.

Priority in Allocation of New Notes

The Republic will, in connection with the allocation of potential New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior to pricing and allocation of the New Notes, validly tendered or indicated a firm intention to tender their Existing Notes pursuant to the Offers. Therefore, a Noteholder that wishes to subscribe for any New Notes in addition to validly tendering Existing Notes or indicating a firm intention to tender their Existing Notes for purchase pursuant to the Offers may, at the sole discretion of the Republic, receive priority in the allocation of the New Notes, subject to (i) the terms set out in the Tender Offer Memorandum, (ii) the satisfaction of the New Financing Condition and (iii) such Noteholder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as Joint Lead Manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Joint Lead Manager and as set out below. The aggregate principal amount of New Notes for which a Noteholder may receive priority in allocation may be in an amount (determined at the sole discretion of the Republic) up to the aggregate principal amount of the Existing Notes validly tendered by such Noteholder in the Offers or the amount of the Existing Notes such Noteholder has indicated its firm intention to tender. However the Republic is not obliged to allocate any New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Existing Notes pursuant to the Offers; and if New Notes are allocated to a Noteholder, the principal amount thereof may be less (or more) than the aggregate principal amount of the Existing Notes validly tendered by such Noteholder in the Offers and accepted for purchase by the Republic. Any such priority allocation will also take into account (among other factors) the minimum denomination of the New Notes, being U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Noteholders are advised that the pricing and allocation of the New Notes will likely take place prior to the Expiration Deadline and, as such, Noteholders who wish to subscribe for New Notes in addition to tendering Existing Notes for purchase in the Offers are advised to contact a Dealer Manager, in its capacity as a Joint Lead Manager, as soon as possible prior to the allocation of the New Notes in order to request priority in the allocation of the New Notes.

In the event that a Noteholder validly tenders Existing Notes pursuant to the Offers, such Existing Notes will remain subject to such tender and the conditions 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.

Expected Timetable of Events

The times and dates below are indicative only.

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 Offers (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 Offers 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 applicable Tender Consideration pursuant to the Offers, 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 Tender Agent by the Expiration Deadline.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum at "Further Information and Terms and Conditions-Amendment and Termination".

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 Offers 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.

Tender Instructions must be submitted in the Minimum Denomination based on original principal amounts of Existing Notes equal to U.S.$200,000 in principal amount and integral multiples of U.S.$1,000 in principal amount thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial owner of Existing Notes.

Disclaimer

This announcement does not contain the full terms and conditions of the Offers.  The terms and conditions of the Offers are contained in the Tender Offer Memorandum, and are subject to the offer restrictions set out below and more fully described therein.

Further information

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc (together, the "Dealer Managers") have been appointed by the Republic to serve as dealer managers for the Offers. Sodali & Co Limited (the "Information and Tender Agent") has been appointed by the Republic to act as the tender agent in connection with the Offers. 

For additional information regarding the terms of the Offers, please contact Deutsche Bank AG, London Branch by telephone at +44 20 7545 8011 and J.P. Morgan Securities plc by email at em_europe_lm@jpmorgan.com or by telephone at +44 20 7134 2468. Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent via email: angola@investor.sodali.com or telephone: London +44 20 4513 6933.

The Tender Offer Memorandum is expected to be distributed to Noteholders beginning today. A copy of the Tender Offer Memorandum is available on the tender offer website accessible at: https://projects.sodali.com/angola.  

The applicable Tender Consideration, if paid by the Republic with respect to the Existing Notes, will not necessarily reflect the actual value of such Existing Notes.  Noteholders should analyze the value of the Existing Notes and make an independent assessment of the terms of the Offers. None of the Republic, the Dealer Managers or the 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 authorized by any of them to make any such recommendation.

Important Information

This communication is not for public distribution, directly or indirectly, in or into, the United States, or any other 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 in the United States, or any jurisdiction in which such offer or sale would be unlawful. The Offers 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.