LIMA,
Peru, June 18, 2024 /PRNewswire/ -- The Republic
of Peru ("Peru") announced today the commencement of
offers to purchase for cash (the "Tender Offers") its outstanding
7.350% U.S. Dollar-Denominated Global Bonds due 2025, 2.392% U.S.
Dollar-Denominated Global Bonds due 2026, 4.125% U.S.
Dollar-Denominated Global Bonds due 2027, 2.844% U.S.
Dollar-Denominated Global Bonds due 2030, 2.783% U.S.
Dollar-Denominated Global Bonds due 2031 (collectively, the "Old
USD Bonds"), 2.750% Euro-Denominated Global Bonds due 2026
and 3.750% Euro-Denominated Global Bonds due 2030 (the "Old Euro
Bonds" and, together with the Old USD Bonds, the "Old Bonds"), as
provided in the table below, in an aggregate amount based on a
maximum aggregate purchase price that will be determined by
Peru in its sole discretion (the
"Maximum Purchase Amount") on the terms and subject to the
conditions set forth in the offer to purchase (the "Tender Offer
Document").
Old
Bonds
|
Outstanding
Aggregate Principal
Amount of Old Bonds
as of June 18, 2024 (1)
|
Purchase
Price(2) (3)
|
2.750% Euro-Denominated
Global Bonds due 2026
|
€1,097,300,000
|
€984.430
|
3.750% Euro-Denominated
Global Bonds due 2030
|
€998,400,000
|
€988.280
|
7.350% U.S.
Dollar-Denominated Global Bonds due 2025
|
U.S.$888,310,000
|
U.S.$1,022.370
|
2.392% U.S.
Dollar-Denominated Global Bonds due 2026
|
U.S.$614,415,000
|
U.S.$956.390
|
4.125% U.S.
Dollar-Denominated Global Bonds due 2027
|
U.S.$751,526,000
|
U.S.$970.950
|
2.844% U.S.
Dollar-Denominated Global Bonds due 2030
|
U.S.$694,182,000
|
U.S.$877.760
|
2.783% U.S.
Dollar-Denominated Global Bonds due 2031
|
U.S.$3,477,982,000
|
U.S.$859.420
|
(1) These amounts may include Old
Bonds held by institutions and companies controlled by the Peruvian
Government that have not been cancelled.
(2) Per €1,000 principal amount of
Old Euro Bonds validly tendered and accepted for purchase.
(3) Per U.S.$1,000 principal amount of Old USD Bonds validly
tendered and accepted for purchase.
The Tender Offers will be subject to the terms and conditions
set forth in the Tender Offer Document, including the pricing and
closing of a new notes offering, in a principal amount and on terms
and conditions acceptable to Peru.
Peru also commenced a separate
offer to (i) exchange Peru's
outstanding 5.700% Bonos Soberanos due 2024, 5.700% Global
Depositary Notes ("GDNs") due 2024, 8.200% Bonos Soberanos
due 2026, 8.200% GDNs due 2026, 6.350% Bonos Soberanos due
2028, 6.350% GDNs due 2028, 5.940% Bonos Soberanos due 2029
and 5.940% GDNs due 2029 (the "Existing Bonds") for a new series of
Sol-denominated sovereign bonds or bonos soberanos or (ii)
purchase for cash the Existing Bonds on the terms and subject to
the conditions set forth in the exchange and tender offering
memorandum dated June 18, 2024 (the
"Offering Memorandum"). To request offering materials relating to
such offer, please contact Global Bondholder Services Corporation
(the "Information Agent"), whose information is listed below.
The price payable per U.S.$1,000
principal amount for each series of Old USD Bonds, and the price
payable per €1,000 principal amount for each series of Old Euro
Bonds, in each case, that are tendered by holders and accepted
pursuant to the Tender Offers (the "Purchase Price") during the
tender period, are provided in the table above.
Holders whose Old Bonds are validly tendered and accepted for
purchase pursuant to the Tender Offers will also receive an amount
in cash equal to any accrued and unpaid interest ("Accrued
Interest") on their Old Bonds up to (but excluding) the Settlement
Date (as defined below).
THE TENDER OFFERS WILL COMMENCE AT OR AROUND 8:00 A.M., NEW YORK
CITY TIME, ON JUNE 18,
2024, UNLESS EXTENDED OR EARLIER TERMINATED. THE TENDER OFFERS
WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON
JUNE 25, 2024 (THE "EXPIRATION
DATE").
The Tender Offers are not conditioned upon any minimum
participation of any series of Old Bonds. Peru reserves the right, in its sole
discretion, to prorate one or more series of Old Bonds and may
subject each series of Old Bonds to different proration factors, or
not to accept any, some, or all Tender Offers, or to modify the
Purchase Price for any, some, or all series of Old Bonds upon the
terms and conditions described in the Tender Offer Document, or to
terminate all or some of the Tender Offers for any reason. The
Maximum Purchase Amount as of a given time shall be the amount
determined by Peru in its sole
discretion prior to the Settlement Date.
Old Bonds tendered pursuant to the Tender Offers may only be
withdrawn prior to the Withdrawal Date (which is June 25, 2024), but not thereafter.
Payment for Old Bonds accepted for purchase shall be made on a
date promptly following the Expiration Date (the "Settlement Date")
by Peru depositing or causing the
deposit of the Purchase Price and of Accrued Interest, in each
case, for all accepted Old Bonds in immediately available funds
with The Depositary Trust Company ("DTC") (in the case of Old USD
Bonds) or with Euroclear or Clearstream (in the case of Old EUR
Bonds), which will act as agents for tendering Holders for the
purpose of receiving the applicable Purchase Price, plus Accrued
Interest, and transmitting such Purchase Price (and Accrued
Interest) to such Holders.
Holders of Old USD Bonds must arrange for a direct participant
in DTC to submit their tender offer to DTC through DTC's Automated
Tender Offer Program ("ATOP") and follow the procedure for
book-entry transfer set forth in the Tender Offer Document. DTC has
confirmed that the tenders of Old USD Bonds are eligible for ATOP.
Accordingly, a DTC participant whose name appears on a security
position listing as the holder of the relevant Old USD Bonds must
electronically tender its Old USD Bonds, causing DTC to transfer
the Old USD Bonds in the participant's account to the Information
Agent's ATOP account at DTC in accordance with DTC's ATOP
procedures for such a transfer. DTC will then send an agent's
message to the Information Agent prior to the Expiration Date.
Holders whose Old USD Bonds are held through Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, S.A. ("Clearstream") must provide instructions
for the use of ATOP and observe their applicable deadlines.
Holders of Old EUR Bonds must arrange for a direct participant
in Euroclear or Clearstream, as the case may be, to deliver their
tender offer, which includes "blocking" instructions (as defined in
the Tender Offer Document), to Euroclear or Clearstream in
accordance with the procedures and deadlines specified by Euroclear
or Clearstream prior to the Expiration Date.
Holders whose Old Bonds are held through a custodian may not
submit a tender directly and should contact that custodian to
tender on their behalf.
Peru is making the Tender
Offers only in those jurisdictions where it is legal to do so. The
Tender Offers are void in all jurisdictions where such Tender
Offers are prohibited. If materials relating to the Tender Offers
come into your possession, you are required to inform yourself of
and to observe all of these restrictions. The materials relating to
the Tender Offers do not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers
or solicitations are not permitted by law.
FURTHER INFORMATION
For copies of the Tender Offer Document, contact the Information
Agent for the Tender Offers as follows:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, NY 10006
United States of America
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (855) 654-2014
Email: contact@gbsc-usa.com
https://www.gbsc-usa.com/Peru
DISCLAIMER
The Tender Offer Document is not for release, publication or
distribution to any person located or resident in any jurisdiction
where it is unlawful to distribute the Tender Offer Document.
Persons into whose possession any materials come are required by
Peru, the Dealer Managers and the
Information Agent to inform themselves about, and to observe, any
such restrictions.
This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
The Tender Offers are made solely pursuant to the Tender Offer
Document dated the date hereof.
This announcement is for distribution only to persons who (i)
have professional experience in matters relating to investments
falling within the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"), (ii)
are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Order, (iii)
are persons falling within Article 43 of the Order, (iv) are
outside the United Kingdom, or (v)
are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with
relevant persons.
This announcement must be read in conjunction with the
applicable Tender Offer Document relating to the New Bond Offering.
This announcement and the Tender Offer Document contain important
information which should be read carefully before any decision is
made with respect to any Tender Offer. If any holder of Old Bonds
is in any doubt as to the action it should take, it is recommended
that such holder seek its own financial and legal advice, including
as to any tax consequences, immediately from its stockbroker, bank
manager, attorney, accountant or other independent financial or
legal adviser. None of Peru, the
Dealer Managers or the Information Agent makes any recommendation
as to whether holders of Old Bonds should tender Old Bonds or
participate in the Tender Offers.
This announcement contains forward-looking statements and
information that is necessarily subject to risks, uncertainties and
assumptions. No assurance can be given that the transactions
described herein will be consummated or as to the terms of any such
transactions. Peru assumes no
obligation to update or correct the information contained in this
announcement.
Republic of Peru Contact
Guadalupe Pizarro
+511 311 5934
gpizarro@mef.gob.pe
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SOURCE Republic of Peru