LIMA,
Peru, June 18, 2024 /PRNewswire/ -- The Republic
of Peru ("Peru") announced today the commencement of
offers to (i) exchange certain of Peru's outstanding sovereign bonds or bonos
soberanos (the "Existing Bonos Soberanos"), including
bonos soberanos in the form of Global Depositary Notes
(each, a "GDN") previously issued by Citibank, N.A., as depositary
(the "Existing GDNs" and, together with the Existing Bonos
Soberanos, the "Existing Bonds") for a new series of
Sol-Denominated sovereign bonds or bonos soberanos (the "New
Bonos Soberanos") (including new GDNs (the "New GDNs" and,
together with the New Bonos Soberanos, the "New Bonds"))
(collectively, the "Exchange Offers" and each, an "Exchange Offer")
and/or (ii) purchase for cash the Existing Bonds (collectively, the
"Cash Tender Offers" and each, a "Cash Tender Offer"), as provided
in the table below. The Exchange Offers and Cash Tender Offers are
referred to collectively herein as the "Offers." The Offers are
being conducted upon terms and subject to certain conditions set
forth in the Exchange and Tender Offering Memorandum dated
June 18, 2024.
Existing
Bonds
|
Outstanding
Aggregate
Principal Amount as of
June 18, 2024(1)
|
Purchase
Price(2)(4)
|
Exchange
Consideration(2)(4)
|
5.700% Bonos
Soberanos due 2024
|
S/4,237,954,000
|
S/1,002.563
|
To be
announced.
|
5.700% GDNs due
2024(3)
|
—
|
S/1,001.563
|
To be
announced.
|
8.200% Bonos
Soberanos due 2026
|
S/7,041,793,000
|
S/1,060.000
|
To be
announced.
|
8.200% GDNs due
2026(3)
|
—
|
S/1,059.000
|
To be
announced.
|
6.350% Bonos
Soberanos due 2028
|
S/11,518,546,000
|
S/1,028.880
|
To be
announced.
|
6.350% GDNs due
2028(3)
|
—
|
S/1,027.880
|
To be
announced.
|
5.940% Bonos
Soberanos due 2029
|
S/17,933,761,000
|
S/1,006.303
|
To be
announced.
|
5.940% GDNs due
2029(3)
|
—
|
S/1,005.303
|
To be
announced.
|
(1) These amounts may include Existing
Bonds held by institutions and companies controlled by the Peruvian
Government that have not been cancelled.
(2) Purchase Price or Exchange
Consideration per S/1,000 principal amount of the Existing Bonos
Soberanos validly tendered and accepted for purchase or
exchange, as applicable.
(3) Issued by Citibank, N.A., as the
depositary.
(4) Each GDN represents one
Bono Soberano of S/1,000 in
principal amount. The Purchase Prices of Existing GDNs reflect fees
associated with the cancellation of the Existing GDNs payable to
Citibank, N.A., as the depositary. The Exchange Consideration for
the Existing GDNs will not reflect such fees.
Peru commenced a separate offer
to purchase (the "USD/Euro Tender Offers") certain of Peru's 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, 2.750% Euro-Denominated
Global Bonds due 2026 and 3.750% Euro-Denominated Global Bonds due
2030, on the terms and subject to the conditions set forth in a
separate offer to purchase (the "USD/Euro Tender Offer Document").
The USD/Euro Tender Offers will be subject to the terms and
conditions set forth in the USD/Euro Tender Offer Document. To
request offering materials relating to the USD/Euro Tender Offers,
please contact the Tender, Exchange and Information Agent, whose
information is listed below.
In the Cash Tender Offers, the price (the "Purchase Price")
payable per S/1,000 principal amount for each series of Existing
Bonds, that are tendered by holders and accepted pursuant to the
Offers is provided in the table above. In the Exchange Offers, the
exchange consideration (the "Exchange Consideration") offered for
each S/1,000 principal amount of Existing Bonds is the applicable
principal amount of New Bonds to be announced by Peru as soon as reasonably practicable after
the pricing of the New Bonds being concurrently offered for cash,
via a press release to the news media. The coupon for the New Bonds
will be announced at the same time. In the Exchange Offers,
Existing Bonds in the form of bonos soberanos may only be
exchanged for New Bonds in the form of bonos soberanos, and
Existing Bonds in the form of GDNs may only be exchanged for New
Bonds in the form of GDNs.
Pursuant to the Cash Tender Offers, Existing Bonds in the form
of bonos soberanos that are accepted for purchase will be
paid for in Soles, and Existing Bonds in the form of GDNs that are
accepted for purchase will be paid for in U.S. dollars. Holders
whose Existing Bonds are validly exchanged or tendered and accepted
for exchange or purchase pursuant to the Offers will also receive
an amount in cash equal to any accrued and unpaid interest on their
Existing Bonds, up to (but excluding) the Settlement Date.
The Purchase Price, Accrued Interest (as defined in the Exchange
and Tender Offering Memorandum) and Cash Rounding Amount (as
defined in the Exchange and Tender Offering Memorandum), as
applicable, of the Existing Bonds tendered and accepted in the form
of GDNs will be calculated by converting the applicable Soles
amounts to U.S. dollars, at the average rate between the bid price
(compra) and the offer price (venta) of the exchange
rate published by the Superintendencia de Banca, Seguros y
AFP on its website (http://www.sbs.gob.pe) at the close of
business on the business day prior to the Expiration Date, as
adjusted for three decimals.
THE OFFERS WILL COMMENCE AT APPROXIMATELY 8:00 A.M., NEW YORK
CITY TIME, ON JUNE 18, 2024,
UNLESS EXTENDED OR EARLIER TERMINATED. THE OFFERS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON JUNE 25, 2024 (THE "EXPIRATION DATE").
Each offer to exchange and each tender for purchase for any
series of Existing Bonds is made as a separate, independent offer.
The Offers are not conditioned upon any minimum participation of
any series of Existing Bonds. Peru
reserves the right, in its sole and absolute discretion, not to
accept some or all Existing Bonds tendered in any Exchange Offer or
Cash Tender Offer in respect of one or more series of Existing
Bonds, and any Offer may be subject to proration at the sole
discretion of Peru. In addition,
Peru reserves the right, in its
sole and absolute discretion to modify in any manner, any of the
terms and conditions of the Offers. Peru will determine a maximum exchange amount
and a maximum purchase amount for the Exchange Offers and Cash
Tender Offers, respectively, as part of this process.
Tenders and exchanges of Existing GDNs must be submitted through
a direct participant in the Depository Trust Company ("DTC"). The
direct participant through which such holder holds its Existing
GDNs must submit their tenders and exchanges, prior to the
Expiration Date to tender or exchange Existing GDNs, by properly
instructing DTC through the DTC Automated Tender Offer Program
("ATOP"). Holders whose GDNs are held through Euroclear Bank
S.A./N.V., as operator of the Euroclear System or Clearstream
Banking, S.A. must provide instructions for the use of ATOP
and observe their applicable deadlines.
Tenders and exchanges of Existing Bonos Soberanos are to
be made by holders to the account of the Ministry of Economy and
Finance (the "MEF") at CAVALI S.A. ICLV ("CAVALI") under reference
code 426, all in accordance with the procedures specified in the
Exchange and Tender Offering Memorandum. The MEF and Santander must
be notified of such tender or exchange. Tendering and exchanging
holders are responsible for arranging the delivery of their
Existing Bonos Soberanos through CAVALI's WARI platform.
Please contact Santander (santransaccionperu@santander.us) for
detailed instructions on how to participate.
Tenders and exchanges of Existing Bonds through a custodian may
not be submitted directly. Holders who wish to tender or exchange
must contact their custodians to tender or exchange on their
behalf.
Existing GDNs tendered pursuant to the Offers may only be
withdrawn prior to the Withdrawal Deadline (as defined in the
Exchange and Tender Offering Memorandum) in accordance with the
procedures specified in the Exchange and Tender Offering
Memorandum.
Peru is making the Offers only
in those jurisdictions where it is legal to do so. The Offers are
void in all jurisdictions where such Offers are prohibited. If
materials relating to the Offers come into your possession, you are
required by Peru to inform
yourself of and to observe all of these restrictions.
The New Bonds have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or
any state securities laws. Accordingly, the Offers will only be
directed, and copies of the offering documents will only be made
available, to a holder of the Existing Bonds who has certified its
status as (1) a "qualified institutional buyer" in reliance on Rule
144A under the Securities Act or (2) outside of the United States of America non-U.S persons
in offshore transactions in reliance on Regulation S under the
Securities Act. Terms used in this paragraph have the meanings
given to them by Rule 144A and Regulation S under the Securities
Act.
Only holders who have properly completed and submitted the
Eligibility Certification are authorized to receive and review the
Exchange and Tender Offering Memorandum. Holders may obtain the
Eligibility Certification by contacting the Tender, Exchange and
Information Agent per its contact details below.
The materials relating to the 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
The Tender, Exchange and Information Agent for the Offers
is:
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://gbsc-usa.com/eligibility/peru
The Peruvian Market Maker for the Offers is:
Banco Santander Perú S.A.
Av. Rivera Navarrete 475 Piso 14,
San Isidro, Lima, Perú
Email: santransaccionperu@santander.us
The Issuer for the Offers is:
Ministerio de Economía y Finanzas del Perú
Jr. Junín No. 319
Lima, Perú
Email: subastas@mef.gob.pe
DISCLAIMER
The Exchange and Tender Offering Memorandum
is not for release, publication or distribution to any person
located or resident in any jurisdiction where it is unlawful to
distribute the Exchange and Tender Offering Memorandum. Persons
into whose possession any Exchange and Tender Offering Memorandum
comes are required by Peru, the
Dealer Managers and the Tender, Exchange and 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 Offers are made solely pursuant to the Exchange and Tender
Offering Memorandum 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 Exchange
and Tender Offering Memorandum. This announcement and the Exchange
and Tender Offering Memorandum contain important information which
should be read carefully before any decision is made with respect
to any Offer. If any holder of Existing 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 Tender, Exchange and Information Agent makes any
recommendation as to whether holders of Existing Bonos
Soberanos or Existing GDNs should tender or exchange Existing
Bonos Soberanos or Existing GDNs or participate in the
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
View original
content:https://www.prnewswire.com/news-releases/republic-of-peru-announces-exchange-and-tender-for-existing-bonds-and-issuance-of-new-bonds-302175592.html
SOURCE Republic of Peru