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1 THE GOVERNMENT OF JAMAICA HAS ISSUED THIS INFORMATION MEMORANDUM TO RESIDENTS OF JAMAICA ONLY AND HAS NOT AUTHORIZED ANY PERSON TO ISSUE OR DISTRIBUTE THIS INFORMATION MEMORANDUM OUTSIDE OF JAMAICA. SUCH ISSUE OR DISTRIBUTION (INCLUDING BY ELECTRONIC DISSEMINATION) MAY BE PROHIBITED BY FOREIGN LAW. NON RESIDENTS OF JAMAICA MAY ALSO BE PROHIBITED BY FOREIGN LAW FROM DOWNLOADING AND VIEWING THIS INFORMATION MEMORANDUM ON A COMPUTER. IF YOU ARE IN DOUBT AS TO HOW TO PROCEED, PLEASE SEEK ADVICE FROM A LEGAL OR FINANCIAL PROFESSIONAL BEFORE READING THIS DOCUMENT..

2 Government of Jamaica Information Memorandum: Invitation to Participate in a Debt Exchange Offer in respect of Certain Domestic Debt Instruments February 12, 2013 THIS INFORMATION MEMORANDUM MAY NOT BE DISTRIBUTED IN ANY FORM TO RESIDENTS OF ANY COUNTRY EXCEPT JAMAICA, OR OUTSIDE OF JAMAICA GENERALLY WITHOUT THE EXPRESS PERMISSION OF THE GOVERNMENT OF JAMAICA.

3 TABLE OF CONTENTS SECTIONS PAGE 1. IMPORTANT INFORMATION 1 2. INTRODUCTION Letter from the Minister of Finance and Planning 2 3. HIGHLIGHTS OF THE DEBT EXCHANGE OFFER 4 Table 1: The Old Notes 7 Table 2: The New Notes 8 Table 3: The New Note Election Options 9 Table 4: Transaction Timetable TERMS AND CONDITIONS OF THE DEBT EXCHANGE OFFER GLOSSARY OF TERMS KEY CONTACT INFORMATION APPENDIX 1: TERM SHEETS FOR NEW NOTES 21 Appendix 1A: New US$ Notes 22 Appendix 1B: New J$ VR Notes 25 Appendix 1C: New J$ FR Notes 32 Appendix 1D: New CPI Notes 41 Appendix 1E: New Fixed Rate Accreting Notes ( FRANs ) 48 Appendix IF: New Retail Notes APPENDIX 2: OFFER PROCEDURES 54

4 1. IMPORTANT INFORMATION The Government has issued this Information Memorandum in Jamaica only and has not authorized any person to issue or distribute this Information Memorandum outside of Jamaica. Such issue or distribution may be prohibited by foreign law. This Information Memorandum sets out the complete terms and conditions of the Debt Exchange Offer made by the Government to Eligible Investors. The Government has not authorized any person to make representations on its behalf or to provide further information to Eligible Investors for the purposes of the Debt Exchange Offer. Eligible Investors may rely only on the information contained or incorporated by reference in this Information Memorandum; however, Eligible Investors should note that the information contained or incorporated by reference in this Information Memorandum may only be accurate as of the date of this Information Memorandum. If this Information Memorandum is posted on any website the Government does not assume responsibility for the information that appears on such website other than the Information Memorandum in its official form as published by the Government and does not intend that such additional information shall be incorporated by reference in this document. The Government encourages Eligible Investors to read this Information Memorandum in its entirety. Eligible Investors who are in doubt as to how to act should contact their stockbroker, investment adviser, attorney at-law, accountant or other professional adviser. 1

5 2. INTRODUCTION Letter from the Minister of Finance and Planning 2

6 3

7 3. HIGHLIGHTS OF THE DEBT EXCHANGE OFFER This section summarises certain important information in respect of the Debt Exchange Offer for the convenience of Eligible Investors only. It should be read in conjunction with, and it is subject to, the terms and conditions set out in Section 4 and this Information Memorandum generally. 3.1 The Debt Exchange Offer is made to Eligible Investors who are residents of Jamaica only, and who: (1) are the registered owners of Old Notes as at the Launch Date; or (2) acquire Old Notes after the Launch Date and become the registered owners of such Old Notes on or before the Expiration Date; or (3) are Repo Holders of Record (as defined in paragraph 3.22 below); or (4) are otherwise authorized by the Government to participate in the Debt Exchange Offer. 3.2 The summary of the Debt Exchange Offer appearing in this section is subject to the terms and conditions set out in Section 4 of this Information Memorandum, which the Government encourages Eligible Investors to read in their entirety. 3.3 In the Debt Exchange Offer, the Government invites Eligible Investors holding Old Notes to make Offers to exchange those Old Notes for New Notes. A list of Old Notes appears in Table 1 of this Section 3, and a list of New Notes appears in Table 2 of this Section 3, below. 3.4 The New Notes will have a variety of payment terms, including but not limited to fixed and variable rates in J$, CPI-indexation in J$, and fixed rates in US$. Eligible Investors will have the choice of New Notes described in the Election Options set out in Table 3 of this Section As noted in the Letter from the Minister of Finance and Planning set out in the Introduction to this Information Memorandum, the purpose of the Debt Exchange Offer is to enable the Government to reduce the cost and lengthen the maturity of certain of its debt instruments. 3.6 A successful Debt Exchange Offer in which Eligible Investors holding nearly 100% of the outstanding Old Notes make successful Offers to exchange those Old Notes for New Notes, will be a critical element in securing access to borrowing facilities expected to be granted to the Government by the IMF and other multilateral lenders. 3.7 The Government shall in its sole discretion determine whether to accept or reject any Offers made by Eligible Investors. 3.8 A Transaction Timetable with the key dates related to the Debt Exchange Offer is set out in Table 4 of this Section Eligible Investors who wish to make Offers must make either a Direct Participant Offer or a Client Offer, as applicable. All Offers must also be made in electronic form using the Offer Website, as described in more detail in Appendix 2. A Direct Participant Offer may only be made by Eligible Investors who hold primary accounts (commonly called house accounts ) in JamClear-CSD. Other Eligible Investors, who would typically be customers of a Direct Participant, must make a Client Offer with the assistance of a Direct Participant All Offers must be made by 2:00 p.m. on the Expiration Date, and in accordance with the Offer Procedures set out in Appendix 2 of this Information Memorandum In summary, the terms of the Election Options for Eligible Investors submitting Offers are as follows: (1) Eligible Investors who make Offers to receive New Benchmark Notes other than the FRANs will: (a) be issued J$100 (principal) of New Benchmark J$ Notes in exchange for each J$100 (principal) of Old Notes, or US$100 (principal) of New Benchmark US$ Notes in exchange for each US$100 (principal) of Old Notes; and 4

8 (b) receive payment in cash of accrued interest on the Old Notes up to, but excluding, the Settlement Date net of applicable withholding taxes; (2) Eligible Investors who make Offers to receive FRANs will: (a) (b) be issued J$80 (principal) of FRANs in exchange for each J$100 (principal) of Old Notes; and receive payment in cash of accrued interest on the Old Notes up to, but excluding, the Settlement Date net of applicable withholding taxes. (3) As indicated in the Election Options outlined in Table 3 of Section 3, if you are an Eligible Investor holding certain Old Notes you may choose to receive the New CPI 2040 Notes in addition to the New Benchmark Notes or FRANs. In particular, Eligible Investors holding Old J$ FR Notes, Old J$ VR Notes and Old US$ Notes may choose to receive the New CPI 2040 Notes in the Debt Exchange Offer. Eligible Investors holding Old US$ Notes who wish to be issued the New CPI 2040 Notes should note that the Government of Jamaica will convert the US$ principal value of their Old US$ Notes to J$ on the FX Rate Determination Date (expected to be February 20, 2013) for the purposes of the issue of the New CPI 2040 Notes. Eligible Investors holding other Old CPI Notes who wish to be issued the New CPI Notes should also note that the Government of Jamaica will issue the New CPI Notes with an initial nominal principal amount that is equivalent to the outstanding accreted principal amount of Old CPI Notes as of the Settlement Date. All calculations by the Government of Jamaica will be final and binding on Eligible Investors save in the event of manifest error Table 2 of Section 3 sets out the key commercial terms of the New Notes corresponding to each series of Old Notes as well as the FRANs. In most cases, a single series of New J$ FR Notes (or J$ VR, CPI or US$ Notes) corresponds to each old series of Old J$ FR Notes (or J$ VR, CPI or US$ Notes, as the case may be), although some series of Old Notes have been consolidated to form a single series of New Notes. Alternatively, some Eligible Investors holding Old Notes may also choose to be issued the FRANs Eligible Investors holding Old J$ Notes maturing during calendar years 2013 or 2014 with an aggregate principal value of J$25 million or less may make Retail Offers to receive the New Retail J$ FR Notes maturing on February 24, 2014 with a fixed rate coupon of 7.00% p.a. Eligible Investors holding Old US$ Notes with a similar aggregate principal value of US$200,000 or less may also make a Retail Offer to receive the New Retail US$ Notes maturing on February 24, 2014 with a fixed rate coupon of 5.00% p.a Eligible Investors whose Offers have been accepted by the Government in the Debt Exchange Offer will receive payment for accrued interest on the Old Notes from and including the last interest payment date, to but excluding the Settlement Date. Such amount will be calculated using the applicable fixed or variable rate for each respective series of Old Notes by the Government, whose calculations shall be final and binding on Eligible Investors save in the event of manifest error. Please also note that accrued interest will be paid net of any applicable withholding taxes in J$ for Old J$ Notes, and in US$ for Old US$ Notes The Government reserves the right to amend any term of the Debt Exchange Offer or to extend or terminate any date for the purposes of the Debt Exchange Offer at any time prior to the Acceptance Date, which will not be later than the Settlement Date. The Ministry of Finance and Planning will endeavor to provide Eligible Investors with timely notice of any matter affecting the Debt Exchange Offer, by publishing such notice on its website (www.mof.gov.jm) If the Government makes any amendment to the terms and conditions of the Debt Exchange Offer after the Revocation Date and such amendment (in the sole discretion of the Government) adversely affects the rights of some or all Eligible Investors, then the Government will also offer Withdrawal Rights during a period of three (3) days to those Eligible Investors who are affected. See the terms and conditions in Section 4 for details of the Withdrawal Rights, including the ability of affected Eligible Investors to make fresh Offers if such rights are exercised All Eligible Investors making Offers in respect of Old Notes are deemed to covenant not to trade or otherwise deal in those Old Notes and to consent to the immobilization of such Old Notes in JamClear- CSD from the time of submission of their Offer, if applicable The Government reserves the right to terminate the Debt Exchange Offer prior to its Settlement Date and in that event only, all Old Notes specified in any Offers made by Eligible Investors will be free to trade. 5

9 3.19 The Old Notes eligible for, and subject to, the Debt Exchange Offer are in dematerialized form. Any Old Notes which exist in certificated form are not eligible for the Debt Exchange Offer at this time Any Offers accepted by the Government will result in electronic cancellation of Eligible Investors Old Notes in JamClear-CSD on the Settlement Date, in favour of relevant New Notes issued to Eligible Investors in JamClear-CSD on the same date. The New Notes and any related accrued interest will be credited, net of applicable withholding taxes, to the same JamClear-CSD account from which the cancelled Old Notes are debited An Eligible Investor holding Old Notes that are pledged in JamClear-CSD shall be deemed to represent, warrant and covenant to the Government that he has made the necessary arrangements with the beneficiary of the pledge ( pledgee ) to secure the release of the Old Notes from the pledge and the substitution under the pledge of the New Notes specified in his Offer. Accordingly, in such circumstances, JamClear-CSD will facilitate the re-establishment of the Pledge on the relevant New Notes unless it is directed to the contrary in writing, duly signed by both the pledgor and the pledgee In the case of Old Notes that are subject to a repurchase agreement, the party who has sold the Old Notes to a counterparty and has a contractual obligation to repurchase them at a future date is the Eligible Investor for the purposes of the Debt Exchange Offer and shall be referred to in this Information Memorandum as the Repo Holder of Record. For the avoidance of doubt, the counterparty of the Repo Holder of Record who has purchased Old Notes and agreed to sell them back at a future date is not an Eligible Investor. The Government anticipates that the Repo Holder of Record will make the necessary arrangements with his counterparty so Old Notes that are subject to the repurchase arrangement may be exchanged for the New Notes in the Debt Exchange Offer transaction. In certain circumstances, with approval of the Government, deferred settlement arrangements may be made with Repo Holders of Record making Offers, so that settlement and issue of the New Notes occurs as of, and when, the Repo Holder of Record repurchases the Old Notes at the maturity date of the relevant repurchase agreement. If any parties subject to a repurchase agreement have questions about Offer submission and settlement procedures, please call JamClear-CSD on the number set out in Section 6 for assistance If you are an Eligible Investor holding Old J$ FR Notes or Old US$ Notes maturing in February 2013 (the Old J$ FR 2013 Notes and the Old US$ 2013 Notes, respectively) and you have submitted an Offer that is still pending acceptance by the Government at the maturity date of such Old Notes, you shall be deemed to agree that on the maturity date of such Old Notes: (1) you will receive a final interest payment and also, a final principal payment in the usual way; (2) the Government shall also be authorized: (i) (ii) in the case of Eligible Investors holding Old J$ FR 2013 Notes, to reinvest the full principal amount of such Old Notes into New Short Term FR Notes bearing interest at a rate of 7.25% p.a. and maturing on April 15, 2013; or in the case of Eligible Investors holding Old US$ 2013 Notes, to reinvest the full principal amount of any such Old Notes into New Short Term US$ Notes bearing interest at a rate of 5.25% p.a. and maturing on April 15, 2013, as the case may be; and (3) if and when the Government accepts the Debt Exchange Offer, it shall be authorized to exchange the relevant New Short Term J$ or US$ Notes for the New Notes specified in your Offer If you are an Eligible Investor holding a series of Old Notes in respect of which an interest payment date will occur in the period after your Offer is submitted, but before the Settlement Date, you will receive payment of accrued interest net of any applicable withholding taxes on the usual interest payment date. If your Offer is accepted, the Old Notes will also be cancelled and you will be issued the New Notes you have specified, as applicable, on the Settlement Date. 6

10 TABLE 1: THE OLD NOTES I. Old J$ Variable Rate Benchmark Investment Notes ( Old J$ VR Notes ) Old Note Current Nominal Name Margin ISIN No. Maturity Amount (J$) VR % GBV04213H233 08/05/13 12,034,992,472 VR 2013A 1.000% GBV00213H054 08/23/13 38,175,224,300 VR 2013B 1.375% GBV30413J092 09/09/13 12,026,816,100 VR % GBV00214F130 06/13/14 10,269,894,900 VR % GBV00515B246 02/24/15 46,426,265,000 VR % GBV00717B248 02/24/17 62,593,583,826 VR % GBV00818B236 02/23/18 57,761,927,765 VR % GBV01020B246 02/24/20 58,885,583,779 VR 2020A 1.375% GBV00820H247 08/24/20 11,186,478,500 VR % GBV01122H080 08/08/22 31,342,022,900 VR % GBV01727B246 02/24/27 55,383,552,171 VR % GBV02232B246 02/24/32 38,699,888,471 Total: J$ 431,214,725,984 II. J$ Fixed Rate Benchmark Investment Notes ( Old J$ FR Notes ) Old Note Current Nominal Name Coupon ISIN No. Maturity Amount (J$) FR % GBF00313B220 02/22/13 62,306,451,315 FR % % GBF00414B242 02/24/14 50,186,128,115 FR % % GBF00414E147 05/14/14 38,001,815,000 FR % % GBF00515J157 09/15/15 2,000,000,000 FR % GBF00616B242 02/24/16 48,419,858,098 FR % GBF00919B224 02/22/19 45,347,148,928 FR % GBF01424B232 02/23/24 43,129,721,356 FR % GBF03040B242 02/24/40 34,524,754,080 FR % GBF03546D277 04/27/46 3,000,000,001 Total: J$ 340,378,393,239 III. US$ Fixed Rate Benchmark Investment Notes ( Old US$ Notes ) Old Note Current Nominal Name Coupon ISIN No. Maturity Amount (US$) US$ % GUB00313B221 02/22/13 283,018,375 US$ % GUB00616B243 02/24/16 370,854,850 Total: US$ 653,873,225 IV. J$ CPI-Indexed Bonds ( Old CPI Notes ) Old Note Current Nominal Name Coupon ISIN No. Maturity Amount (J$) CPI % step up to 4.0% GCP01222B245 02/24/22 7,582,633,890 CPI % step up to 4.25% GCP02030B225 02/22/30 19,373,856,792 Total: J$ 26,514,648,311 7

11 New Benchmark Notes I. New Benchmark J$ VR Notes TABLE 2: THE NEW NOTES New Note Name New Note Maturity New Margin (1) Step-up Date Step-up Margin (1) Redemption Prudential Asset New Note ISIN VR /11/ % Optional (2) Liquid Asset TBD VR /11/ % Optional (2) None TBD VR /07/ % Optional (2) None TBD VR /13/ % Optional (2) None TBD VR /12/ % 03/12/ % Optional (2) None TBD VR /13/ % 03/13/ % NC-L (3) None TBD (1) Above Benchmark Rate. (2) Optional redemption on any interest payment date and subject to at least 30 calendar days notice. In the case of VR Notes maturing in 2020 or later, such redemption may only be effected on an interest payment date in the 3 years prior to the maturity date. (3) Non call life (not redeemable). II. New Benchmark J$ FR Notes New Note Name New Note Maturity New Coupon Redemption Prudential Treatment New Note ISIN FR /10/ % NC-L (1) Liquid Asset TBD FR /10/ % NC-L (1) None TBD FR /24/ % NC-L (1) None TBD FR /12/ % NC-L (1) None TBD FR /09/ % NC-L (1) None TBD FR /11/ % NC-L (1) None TBD FR /27/ % NC-L (1) None TBD FR /14/ % NC-L (1) None TBD (1) Non call life (not redeemable) III. New Benchmark US$ FR Notes New Note Name New Note Maturity New Note Coupon Redemption Prudential Treatment New Note ISIN US$ 2020A 03/11/ % Optional (1) Liquid Asset TBD US$ 2020B 05/11/ % Optional (1) None TBD (1) Optional redemption at any time subject to at least 30 calendar days notice. FRANs IV. New J$ Fixed Rate Accreting Notes ( FRANs ) (1) Name New Note Maturity Coupon Redemption Prudential Treatment New Note ISIN FRAN /15/ % Optional (2) None TBD (1 ) Subject to accretion schedule of approximately 1.25% per annum: see Appendix 1C for details. (2) Redeemable on any interest payment date after 15 August 2020 subject to at least 30 calendar days notice. Retail Notes V. New Retail Notes New Note New Note New Note Prudential New Note Name Maturity Coupon Redemption Treatment ISIN FR /24/ % NC-L (1) Liquid Asset TBD US$ /24/ % NC-L (1) Liquid Asset TBD (1) Non call life (not redeemable). CPI Notes VI. New CPI Notes Name Maturity Coupon (1) Redemption Prudential Treatment New Note ISIN CPI /24/25 2% step up to 3% NC L (2) None TBD CPI /22/33 2.5% step up to 3.25% NC L (2) None TBD CPI /24/40 1% multi-step NC L (2) None TBD (1) New CPI Notes feature step-up coupon rates as are more fully described in the relevant term sheets at Appendix 1D. (2) Non call life (not redeemable). 8

12 TABLE 3: NEW NOTE ELECTION OPTIONS I. New Note Election Options for Holders of J$ Variable Rate Benchmark Investment Old Notes Old Bond Name Current Margin New Benchmark Bond (1) New Bond Maturity New Bond Margin New Bond Step Up Date New Bond Step Up Margin Eligible for Retail Notes (2) Eligible for FRAN Option (3) Eligible for CPI 2040 Option (1) VR % VR /11/ % Yes Yes Yes VR 2013A 1.000% VR /11/ % Yes Yes Yes VR 2013B 1.375% VR /11/ % Yes Yes Yes VR % VR /11/ % Yes Yes Yes VR % VR /07/ % No Yes Yes VR % VR /07/ % No Yes Yes VR % VR /13/ % No Yes Yes VR % VR /12/ % 03/12/ % No Yes Yes VR 2020A 1.375% VR /12/ % 03/12/ % No Yes Yes VR % VR /12/ % 03/12/ % No Yes Yes VR % VR /13/ % 03/13/ % No Yes Yes VR % VR /13/ % 03/13/ % No Yes Yes (1) Eligible Holders will receive 100% allocation of the New Benchmark Notes or New CPI 2040 Notes. (2) Only for Eligible Holders of Old Notes maturing in 2013 or 2014 with an aggregate principal value of J$25 million or less. (3) Eligible Holders will receive 80% allocation of the New FRANs. II. New Note Election Options for Holders of J$ Fixed Rate Benchmark Investment Old Notes Old Bond Name Current Coupon New Benchmark Bond (1) New Bond Maturity New Bond Coupon New Bond Step Up Date New Bond Step Up Coupon Eligible for Retail Option (2) Eligible for FRAN Option (3) Eligible for CPI 2040 Option (1) FR % FR /10/ % Yes Yes Yes FR % % FR /10/ % Yes Yes Yes FR % % FR /10/ % Yes Yes Yes FR % % FR /24/ % No Yes Yes FR % FR /12/ % No Yes Yes FR % FR /09/ % No Yes Yes FR % FR /11/ % No Yes Yes FR % FR /14/ % No Yes Yes FR % FR /27/ % No Yes Yes (1) Eligible Holders will receive 100% allocation of the New Benchmark Notes or New CPI 2040 Notes. (2) Only for Eligible Holders of Old Notes maturing in 2013 or 2014 with an aggregate principal value of J$25 million or less. (3) Eligible Holders will receive 80% allocation of the New FRANs. III. New Note Election Options for Holders of US$ Fixed Rate Benchmark Investment Old Notes Old Bond Name Current Coupon New Benchmark Bond (1) New Bond Maturity New Bond Coupon Eligible for Retail Option (2) Eligible for FRAN Option Eligible for CPI 2040 Option (1) US$ % US$ 2020A 03/11/ % Yes No Yes US$ % US$ 2020B 03/11/ % No No Yes (1) Eligible Holders will receive 100% allocation of the New Benchmark Notes or New CPI 2040 Notes. (2) Only for Eligible Holders of Old Notes maturing in 2013 or 2014 with an aggregate principal value of J$25 million or less. IV. New Note Election Options for Holders of Old CPI Notes Old Bond Name Current Coupon New Benchmark Bond (1) New Bond Maturity New Bond Coupon CPI % step up 2% step up to CPI /24/25 to 4% 3% CPI % step up 2.5% step up CPI /22/33 to 4.25% to 3.25% (1) Eligible Holders will receive 100% allocation of the New Benchmark Notes. Eligible for Retail Option Eligible for FRAN Option Eligible for CPI 2040 Option No No No No No No 9

13 TABLE 4: TRANSACTION TIMETABLE The indicative timetable for the Debt Exchange Offer as of the date of this Information Memorandum is as follows: February 12, 2013 February 12, 2013 February 20, 2013 February 21, 2013 February 21, 2013 February 22, 2013 On or before the Settlement Date February 22, 2013 Launch Date Announcement of the Debt Exchange Offer Opening Date Eligible Investors may submit Offers FX Rate Determination Date Government fixes J$/US$ exchange rate for the purposes of certain Election Options Revocation Date 10:00 a.m. deadline for Eligible Investors to revoke or withdraw their Offers Expiration Date 2:00 p.m. deadline for Eligible Investors to submit Offers Announcement Date Expected announcement of preliminary results of the Debt Exchange Offer Acceptance Date Announcement of acceptance of Offers by Government Settlement Date Government takes steps to cancel Old Notes in JamClear-CSD accounts of Eligible Investors whose Offers have been accepted, and to pay any interest accrued from the last interest payment date, up to but excluding the Settlement Date, net of withholding tax. The Government shall also issue the New Notes to such Eligible Investors by way of credit to their respective JamClear-CSD accounts. Please note that the dates set out above are subject to change. The Government will endeavour to provide timely notice of any such changes by posting a notice on the website of the Ministry of Finance and Planning (www.mof.gov.jm) 10

14 4. TERMS AND CONDITIONS OF THE DEBT EXCHANGE OFFER Invitation to Eligible Investors 4.1 The Government, acting through the Debt Management Branch of the Ministry of Finance and Planning, invites Eligible Investors holding Old Notes to submit Offers to exchange those Old Notes for New Notes in this Debt Exchange Offer. Terms and conditions of Debt Exchange Offer 4.2 The Debt Exchange Offer is made subject to the terms and conditions set out in this Section 4 and this Information Memorandum generally. 4.3 All Eligible Investors submitting Offers will be deemed to have accepted the terms and conditions of the Debt Exchange Offer that are set out in this Section 4 and this Information Memorandum generally. Debt Exchange Offer is open to Jamaican residents only 4.4 This Information Memorandum has been prepared by the Government and its contents are exclusively the responsibility of the Government. This Information Memorandum does not constitute a prospectus for the purposes of the Companies Act, 2004 or the Securities Act. 4.5 The invitation to participate in the Debt Exchange Offer outlined in this Information Memorandum is being made to Jamaican residents in Jamaica only, and this Information Memorandum may not be distributed in any form to residents of any country other than Jamaica or outside of Jamaica generally without the express permission of the Government. Offers generally 4.6 Each Eligible Investor should consult with his own professional advisors as to the legal, tax, business, financial, regulatory and related aspects of making an Offer in respect of the Debt Exchange Offer. No person (including but not limited to the Structuring Agent) is authorized to make any representation on behalf of the Government to any Eligible Investor regarding the legal, tax, business, financial, regulatory and related aspects of making an Offer in respect of the Debt Exchange Offer. Further, this Information Memorandum is not a recommendation by the Government, the Structuring Agent or any other person, to make an Offer in respect of the Debt Exchange Offer. Each Eligible Investor must make his own investigation and evaluation of the information set out in this Information Memorandum, and the merits of making an Offer in respect of the Debt Exchange Offer. 4.7 Eligible Investors who respond by submitting Old Notes for exchange for New Notes will be deemed to be making an Offer to the Government which the Government may or may not accept. All such Offers must be made in accordance with the procedures set out in Appendix 2 of this Information Memorandum. 4.8 Receipt by the Bank of Jamaica or the Ministry of Finance and Planning of any Offer does not constitute acceptance of such Offer by the Government, nor does such receipt constitute any representation or warranty by either the Bank of Jamaica or the Ministry of Finance and Planning as to the validity or completeness of any Offer made by an Eligible Investor, or that the Offer will be accepted. Eligible Old Notes and New Note Election Options 4.9 Only the Old Notes that are listed in Table 1 of Section 3 of this Information Memorandum are eligible for exchange for New Notes in the Debt Exchange Offer Eligible Investors may submit Offers for the New Notes based on the Election Options set out in Table 3 of Section 3 of this Information Memorandum. 11

15 4.11 The draft term sheets for the New Notes are set out in Appendix 1. Subject to the terms and conditions set out in this Section 4, the Government reserves the right to amend such draft term sheets at any time up to, and including, the Acceptance Date Any Eligible Investor whose Offer is accepted will be paid accrued interest on the principal sum of his Old Notes at the rate specified in his Old Notes, from and including the last interest coupon date, to but excluding the Settlement Date, net of any applicable withholding taxes. Amount of New Notes Received in respect of the Old Notes 4.13 The Exchange Options for Old Notes are summarized briefly for the convenience of Eligible Investors, below: (1) Eligible Investors who make Offers to receive New Notes other than the FRANs will: (a) be issued J$100 (principal) of New Benchmark J$ Notes in exchange for each J$100 (principal) of Old Notes, or US$100 (principal) of New Benchmark US$ Notes in exchange for each US$100 (principal) of Old Notes; and (b) receive payment in cash of accrued interest on the Old Notes up to, but excluding, the Settlement Date, net of applicable withholding taxes; (2) Eligible Investors who make Offers to receive FRANs will: (a) (b) be issued J$80 (principal) of FRANs in exchange for each J$100 (principal) of Old Notes; and receive payment in cash of accrued interest on the Old Notes, at the rate specified in such Old Notes, up to, but excluding, the Settlement Date, net of applicable withholding taxes. (3) Eligible Investors holding certain Old Notes as indicated in the Election Options set out in Table 3 of Section 3 of this Information Memorandum may choose to receive the New CPI 2040 Notes in addition to the New Benchmark Notes or FRANs. In particular, Eligible Investors holding Old J$ FR Notes, Old J$ VR Notes and Old US$ Notes may choose to receive the New CPI 2040 Notes in the Debt Exchange Offer. Eligible Investors holding Old US$ Notes who wish to be issued the New CPI 2040 Notes should note that the Government of Jamaica will convert the US$ principal value of their Old US$ Notes to J$ on the FX Rate Determination Date (expected to be February 20, 2013) for the purposes of the issue of the New CPI 2040 Notes. Eligible Investors holding other Old CPI Notes who wish to be issued the New CPI Notes should also note that the Government of Jamaica will issue the New CPI Notes with an initial nominal principal amount that is equivalent to the outstanding accreted principal amount of Old CPI Notes as of the Settlement Date. All such calculations by the Government of Jamaica will be final and binding on Eligible Investors save in the event of manifest error. Amendment and Extension of the Debt Exchange Offer by the Government 4.14 The Government reserves the right to amend any of the terms and conditions set out in this Section 4 or to terminate the Debt Exchange Offer at any time. The Government shall endeavor to notify Eligible Investors of any such amendments or termination promptly, by way of notice published on the website of the Ministry of Finance and Planning (www.mof.gov.jm) The rights of the Government referred to in paragraph 4.14 above shall include, but shall not be limited to, the rights to act in its sole discretion in order to: (1) amend the coupon, maturity, or other commercial features of any or all of the New Notes, on a series by series basis or generally; (2) amend, shorten or extend any date set out in the indicative timetable for the Debt Exchange Offer set out in Table 4 of Section 3, or make provision for additional Settlement Dates or the period of the Debt Exchange Offer generally; (3) determine whether any person is able to participate in the Debt Exchange Offer as an Eligible Investor; 12

16 (4) amend the procedures for making Offers; (5) waive any defect in any Offer submitted by an Eligible Investor, or grant any exceptions to the terms and conditions set out in this Section 4 or the procedures for making Offers set out in Appendix 2, either on a case by case basis or generally; (6) determine whether to accept or reject any Offer made by an Eligible Investor including a partial offer, being an Offer made by an Eligible Investor in respect of less than his entire holding of Old Notes. The Government strongly discourages Eligible Investors from making such partial offers and strongly encourages them to tender all of their eligible Old Notes for exchange; (7) amend the procedures for the making, withdrawal and amendment of Offers by Eligible Investors; (8) amend the procedures for the receipt, acceptance and settlement of Offers, including the receipt, acceptance and settlement of late Offers; (9) exclude any series of Old Notes from the Debt Exchange Offer; and (10) amend the terms and conditions set out in this Section 4, or the procedures for making Offers set out in Appendix 2, with respect to Eligible Investors whose Old Notes are subject to a pledge or a repurchase agreement. Withdrawal Rights 4.16 If the Government exercises its right to amend any term or condition of the Debt Exchange Offer set out in this Section 4 of this Information Memorandum generally, either on or after the Revocation Date, and if the Government in its sole discretion then determines that such amendment is materially adverse to the interest of some or all Eligible Investors, the Government shall also grant Withdrawal Rights to those affected Eligible Investors in respect of the Offers made by them, for a minimum period of three (3) days. If such Withdrawal Rights are made to apply, the Government shall endeavor to notify Eligible Investors promptly, by way of notice published on the website of the Ministry of Finance and Planning (www.mof.gov.jm) For the avoidance of doubt, the Government may choose to grant Withdrawal Rights to Eligible Investors in respect of Offers made in respect of Old Notes on a series-by-series basis, such that in certain circumstance some, but not all, series of Old Notes may be eligible to exercise Withdrawal Rights. Extension of Settlement Date and Longstop Date 4.18 The Government reserves the right to extend the Settlement Date of the Debt Exchange Offer without offering Eligible Investors the Withdrawal Rights, provided that such extended Settlement Date is not later than April 15, 2013, being the Longstop Date designated by the Government. The Government may extend the Settlement Date beyond such Longstop Date and designate a new Longstop Date, but such extension will be subject to the granting of Withdrawal Rights as specified in paragraphs 4.16 and 4.17 of this Section 4, above Eligible Investors holding Old J$ FR Notes or Old US$ Notes maturing in February 2013 (the Old J$ FR 2013 Notes and the Old US$ 2013 Notes, respectively) that have submitted Offers that are still pending acceptance by the Government at the maturity date of such Old Notes, shall be deemed to agree that: (1) on the maturity date of such Old Notes they will receive a final interest payment and also, a final principal payment in the usual way; (2) the Government shall be and is hereby authorized: (i) (ii) in the case of Eligible Investors holding Old J$ FR 2013 Notes, to reinvest the full principal amount of such Old Notes into New Short Term FR Notes bearing interest at a rate of 7.25% p.a. and maturing on April 15, 2013; or in the case of Eligible Investors holding Old US$ 2013 Notes, to reinvest the full principal amount of any such Old Notes into New Short Term US$ Notes bearing interest at a rate of 5.25% p.a. and maturing on April 15, 2013, 13

17 as the case may be; and (3) if and when the Government accepts the Debt Exchange Offer, it shall also be and is authorized to exchange these New Short Term Notes into the New Notes specified in their respective Offers. If applicable, the Government of Jamaica will publish the term sheet for the New Short Term Notes on the website of the Ministry of Finance and Planning (www.mof.gov.jm) Eligible Investors holding a series of Old Notes in respect of which an interest payment date will occur in the period after their Offers are submitted, but before the Settlement Date, will receive a payment of accrued interest net of any applicable withholding taxes on the usual interest payment date All calculations made in respect of principal and interest due on Old Notes shall be made by the Government and, in the absence of manifest error, any such calculations shall be final and binding. Expiration Date for Offers 4.22 Offers may be made by Eligible Investors after the Opening Date. All such Offers must be delivered by 2:00 p.m. on the Expiration Date. Revocation Rights and Acceptance of Offers by the Government 4.23 All Offers made by Eligible Investors that are submitted for acceptance by the Government will be treated as irrevocable as of 10:00 a.m. on the Revocation Date The Government shall, in its sole discretion, determine whether to accept or reject any Offer, without any obligation to provide its reasons for doing so. Announcement of Results of Debt Exchange Offer The Government intends to announce the result of the Debt Exchange Offer on the Announcement Date or as soon as practicable thereafter. Accrued Interest Paid on the Settlement Date 4.26 The cash consideration paid to Eligible Investors whose Offers are accepted for settlement by the Government shall include accrued interest on the Old Notes calculated from and including the last interest payment date up to, but excluding, the Settlement Date. Payments of such accrued interest shall be made net of any applicable withholding taxes The New Notes issued pursuant to the Debt Exchange Offer will accrue interest at the relevant New Note interest rate, from and including the Settlement Date Any accrued interest on Old Notes paid to Eligible Investors shall be calculated by the Government, using the applicable fixed or variable rate for such Old Notes and market convention and, in the absence of manifest error, such calculations shall be final and binding. Representations, Warranties and Covenants Deemed to be Made by Eligible Investors Submitting Offers 4.29 By submitting an Offer each Eligible Investor will be deemed to make the following representations, warranties and covenants to the Government: (1) the Eligible Investor is or will be the legal holder of record of the Old Notes by the Settlement Date, with full power and authority to make the Offer in respect of Old Notes for the purposes of the Debt Exchange Offer; 14

18 (2) the Eligible Investor is a resident of Jamaica and meets the criteria of an Eligible Investor as set out in the definition of that term in Section 5; (3) the Eligible Investor has accepted the terms and conditions of the Debt Exchange Offer set out in this Section 4 and in the Information Memorandum generally; (4) there are no liens, pledges, charges, security interest, encumbrances, or similar restrictions (in this paragraph 4.29 (4), restrictions ) on the Old Notes the subject of the Offer made by the Eligible Investor; or, if any such restrictions exist at the time the Offer is made, the Eligible Investor has made the necessary arrangements with any beneficiary of the restriction to either (i) remove the restriction at the time any Offer is made, so that the Old Notes may be accepted by the Government free of such restrictions but subject to the imposition of the restriction on the New Notes issued in place of the Old Notes or (ii) to fully discharge the restriction on or before the Settlement Date; (5) in the case of Old Notes that are subject to a repurchase agreement, the original seller of the Old Notes who has a contractual right to re-purchase such Old Notes ( the Repo Holder of Record ) represents, warrants and covenants that: (i) (ii) either: (a) (b) the relevant repurchase agreement grants the Repo Holder of Record the right to make an Offer in respect of the Old Notes and to exchange them for New Notes under the relevant repurchase agreement; or the Repo Holder of Record has specifically agreed such a process with his contractual counterparty; and on or prior to the Settlement Date applicable to the Offer, the Repo Holder of Record shall repurchase or receive the relevant Old Notes to the intent that he shall thereby acquire full legal and beneficial title in respect of such Old Notes free of all liens, charges, security interests, encumbrances and similar restrictions; (6) the Eligible Investor undertakes not to trade in the Old Notes the subject of the Offer and consents to their immobilization in JamClear-CSD from the time of submission of the said Offer. Final settlement and delivery of New Notes 4.30 On the Settlement Date the Government will issue the New Notes to Eligible Investors whose Offers are accepted for credit to the account of such Eligible Investor in JamClear-CSD Where Old Notes are subject to any liens, pledges, charges, security interest, encumbrances, or similar restrictions (in this paragraph 4.31, restrictions ) in JamClear-CSD, the Eligible Investor who has made an Offer to exchange such Old Notes shall be deemed to represent and warrant to Government that he has made the necessary arrangements with the party benefiting from the restriction, to release the restriction for the purposes of the Debt Exchange Offer and where such restriction is recorded in JamClear-CSD shall be deemed to authorize JamClear-CSD to re-impose such restriction on the New Notes when issued With respect to Old Notes which are subject to repurchase agreements, the Government may agree to procedures and modification of terms and conditions to facilitate the participation by Repo Holders of Record (as defined in paragraph 4.29, above). In certain circumstances, with approval of the Government, deferred settlement arrangements may be made with Repo Holders of Record who submit Offers, to occur as of, and when, such securities are returned to the Repo Holder of Record at the maturity of the relevant repurchase agreement. In the case of repurchase agreements involving the repurchase of Old Notes by the Repo Holder of Record on a date between the Expiration Date and the Settlement Date, it is preferred that the Repo Holder of Record does not enter into a further repurchase agreement. However, in the case that such repurchase agreement is or is expected to be renewed in the normal course the Government requests that the Repo Holder of Record ensure that any new repurchase date for the Old Notes the subject of his Offer falls on the Settlement Date so as to facilitate the issue of New Notes. 15

19 Legal Authority: Treatment of New Notes for Regulatory Purposes 4.33 The Government recognises that some of the Old Notes are held by banks, licensed financial institutions, building societies and other regulated financial institutions as part of their liquid assets requirement for regulatory and prudential purposes. The New Notes which will qualify as liquid assets are identified in Table 2 of Section 3 and in the relevant Term Sheets set out in Appendix The Minister of Finance and Planning, having consulted with the Bank of Jamaica, proposes to make appropriate Orders under the relevant legislation pursuant to which certain New Notes will qualify for treatment as liquid assets for regulatory purposes. These Orders will be made against the background of a special financial system support fund. The fund will be established by the Government and which will provide liquidity support (if required) to regulated persons participating in the Debt Exchange Offer in accordance with the Rules of the Fund. Validity of New Notes 4.36 The Government will issue the New Notes pursuant to the authority of the Public Debt Management Act When issued, the New Notes will be valid and enforceable by their holders in accordance with their terms. Governing Law 4.38 This Information Memorandum and any contract arising from acceptance by the Government of Offers made by Eligible Investors will be governed by the laws of Jamaica. 16

20 5. GLOSSARY OF TERMS In this Information Memorandum, the following terms shall have the following meanings: Term Acceptance Date Announcement Date Benchmark Rate Client Offer(s) CPI CPI Note(s) Debt Exchange Offer Meaning A date on or prior to the Settlement Date that the Government shall designate for the purposes of accepting any or all Offers made by Eligible Investors in the Debt Exchange Offer February 22, 2013, or such date as the Government shall designate for the purposes of announcing the results of the Debt Exchange Offer The weighted average yield rate applicable to Government of Jamaica three month Treasury Bill Tender, held immediately prior to the commencement of each quarterly interest period for such securities An Offer made by an Eligible Investor who is a sub-account holder in JamClear- CSD, being a client of a principal account holder Consumer price index, as calculated by the Statistical Institute of Jamaica In relation to an Old Note or a New Note, means a rate of interest calculated with reference to CPI as set out in the relevant term sheet for such Note The invitation made by the Government to Eligible Investors, to offer to exchange their holdings of Old Notes for New Notes subject to the terms and conditions set out in Section 4 and this Information Memorandum generally. The Debt Exchange Offer may also be referred to as the National Debt Exchange Offer (NDX). Direct Participant Offer(s) An Offer made by an Eligible Investor who is a principal account holder in JamClear-CSD Election Option(s) Eligible Investor(s) Expiration Date FR Note(s) FRAN(s) Government JamClear-CSD Launch Date The Election Options for an Eligible Investor holding Old Notes that are set out in Table 3 of Section 3 of this Information Memorandum A person who is resident in Jamaica and: (i) is the registered owner of Old Notes as at the Launch Date; or (ii) acquires Old Notes and becomes the registered owner of such Old Notes on or before the Expiration Date; or (iii) is a Repo Holder of Record; or (iv) any other person authorized by the Government to participate in the Debt Exchange Offer February 21, 2013, or such date as the Government shall designate as the date on which all Offers to be made by Eligible Investors must be submitted by 2:00 p.m. In relation to an Old Note or a New Note, means a fixed rate of interest The series of New Fixed Rate Accreting Notes which are issued with J$80 of principal value for every J$100 of principal value of Old Notes, whereby such principal will accrete to J$100 of principal value by the maturity date in 2028 described more fully in the term sheet set out in Appendix 1 The Government of Jamaica, acting through the Debt Management Branch of the Ministry of Finance and Planning (unless otherwise indicated) The electronic custody and settlement system for securities issued by the Government that is owned and operated by the Bank of Jamaica February 12, 2013, or such date as the Government shall designate for the 17

21 purposes of the commencement of the submission of Offers by Eligible Investors Longstop Date New Benchmark Note(s) New Benchmark J$ FR Note(s) New Benchmark J$ VR Note(s) New Benchmark US$ FR Note(s) New Retail Note(s) New CPI Note(s) New Note(s) Offer(s) April 15, 2013, or such date as the Government shall designate as the latest date that the Government may select as the Settlement Date of the Debt Exchange Offer without offering investors the Withdrawal Rights The following New Notes, namely: (i) the New Benchmark VR Notes; (ii) the New Benchmark FR Notes; (iii) the New Benchmark US$ Notes; and (iv) the New Benchmark CPI Notes Eight series of New Notes, namely: (i) the New J$ FR 7.25% Notes due 2016; (ii) the New J$ FR 7.50% Notes due 2017; (iii) the New J$ FR 7.75% Notes due 2018; (iv) the New J$ FR 8.50% Notes due 2019; (v) the New J$ FR 11.00% due 2024; (vi) the New J$ FR % due 2030; (vii) the New J$ FR 11.25% Notes due 2046; and (viii) the New J$ FR 12.25% due 2050, the full terms and conditions of issue of which are set out in Appendix 1 of this Information Memorandum Six series of New Notes, namely: (i) the New J$ VR 0.25% above Benchmark Rate Notes due 2018; (ii) the New J$ VR 0.25% above Benchmark Rate Notes due 2019; (iii) the New J$ VR 0.25% above Benchmark Rate Notes due 2020; (iv) the New J$ VR 0.375% above Benchmark Rate Notes due 2023; (v) the New J$ VR 0.375% above Benchmark Rate Notes with step up margin coupon due 2025; and (vi) the New J$ VR 0.50% above Benchmark Rate Notes with step up margin coupon due 2035, the full terms and conditions of issue of which are out in Appendix 1 of this Information Memorandum Two series of New Notes, namely: (i) the New US$ FR 5.25% Notes due 03/11/20 (the US$ 2020A Notes ); (ii) the New US$ FR 5.25% Notes due 05/11/20 (the US$ 2020B Notes ), the full terms and conditions of issue of which are out in Appendix 1 of this Information Memorandum Two series of New Notes, namely: (i) the New J$ FR 7.00% Notes due 2014 and; (ii) the New US$ FR 5.00% Notes due 2014, the full terms and conditions of issue of which are set out in Appendix 1 Three series of New Notes, namely: (i) the New CPI 2.00% Notes due 2025; (ii) the New CPI 2.50% Notes due 2033; (iii) the New CPI 1.00% Notes with step-up margin coupon due 2040, the full terms and conditions of issue of which are out in Appendix 1 of this Information Memorandum Any new debt security issued by the Government for the purposes of the Debt Exchange Offer, including but not limited to the New Benchmark Note(s), the New CPI Note(s), the New FRANs, and the New Retail Note(s) An offer by an Eligible Investor to the Government to exchange one or more Old 18

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