AGUA Y SANEAMIENTOS ARGENTINOS S.A. (AYSA)

Announces the Expiration and Final Tender Results under its Exchange Offer and Consent Solicitation relating to its outstanding 6.625% Senior Notes due 2023
Existing Notes ISIN / Common Code XS1763161012 / 176316101

BUENOS AIRES, Argentina, Dec. 20, 2022 /PRNewswire/ -- On November 18, 2022, Agua y Saneamientos Argentinos S.A. ("AySA" or the "Company") announced the commencement of (i) its offer to exchange any and all of its outstanding 6.625% Senior Notes due 2023 (the "Existing Notes") for its newly issued 7.900% Senior Notes due 2026 (the "New Notes") and cash (the "Exchange Offer" or the "Offer"); and (ii) its solicitation of consents (the "Consent Solicitation") to eliminate certain events of default (the "Proposed Amendments") under the indenture dated February 1, 2018 governing the Existing Notes (the "Existing Notes Indenture"), in each case upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum dated November 18, 2022 (as supplemented by Supplement No. 1 dated December 5, 2022, the "Exchange Offer and Consent Solicitation Memorandum"), the electronic eligibility letter related to the Exchange Offer and Consent Solicitation Memorandum (the "Eligibility Letter"), the proxy form that accompanies the Exchange Offer and Consent Solicitation Memorandum (the "Proxy Form") and a power of attorney in the form contained in the Proxy Form (a "Power of Attorney" and, together with the Proxy Form, the "Proxy Documents" which, together with the Exchange Offer and Consent Solicitation Memorandum and the Eligibility Letter constitute the "Exchange Offer and Consent Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer and Consent Solicitation Memorandum.

The Company hereby announces that the Exchange Offer and Consent Solicitation expired at 11:59 p.m., New York City time, on December 19, 2022 (the "Expiration Date"). As of the Expiration Date, US$478,179,000 in aggregate principal amount of Existing Notes, representing approximately 95.64% of the aggregate principal amount of Existing Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer (the "Tendered Notes"). Of the aggregate principal amount of Tendered Notes, (i) US$476,734,000, representing approximately 95.35% of the outstanding principal amount of Existing Notes, were tendered prior to the Early Tender Date, (ii) US$436,193,000, representing approximately 87.24% of the outstanding principal amount of Existing Notes, submitted Consents prior to the Early Tender Date, and (iii) US$1,445,000, representing approximately 0.29% of the outstanding principal amount of Existing Notes, were tendered after the Early Tender Date but at or prior to the Late Tender Date.

The Company further announces that after obtaining the Requisite Consents in the Consent Solicitation, the Proposed Amendments were considered and approved at the Holders' Meeting of the Existing Notes held on December 16, 2022 in accordance with the procedures detailed in the Exchange Offer and Consent Solicitation Memorandum. Therefore, the supplemental indenture amending the Existing Notes Indenture giving effect to the Proposed Amendments was duly executed on, and became effective as of, December 16, 2022.

On the Settlement Date, which is expected to occur on December 27, 2022, the Company expects to issue US$309,834,766 aggregate principal amount of New Notes and to pay approximately US$180,209,650.16 aggregate cash consideration (including the Early Tender Date Cash Consideration of US$166,928,410.10, the Late Tender Date Cash Consideration of US$433,500.00 and the Accrued Interest Payment) as total consideration for the Existing Notes validly tendered and accepted into the Exchange Offer.

The Company has not registered the New Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The Offer was only available to holders of Existing Notes who are persons other than "U.S. Persons" (as defined in rule 902 under the Securities Act, "U.S. Persons") outside the United States who are not acquiring New Notes for the account or benefit of a U.S. Person, in offshore transactions in reliance on Regulation S under the Securities Act and who are Non-U.S. Qualified Offerees (as defined in the Exchange Offer and Consent Solicitation Memorandum), whose receipt and review of the Exchange Offer and Consent Solicitation Memorandum, and participation in the Offer, is otherwise permitted under the laws and regulations of any jurisdiction applicable to them. Only holders of Existing Notes who have returned a duly completed Eligibility Letter certifying that they are within the categories described in the immediately preceding sentence were authorized to receive and review the Exchange Offer and Consent Solicitation Memorandum and to participate in the Exchange Offer and the Consent Solicitation (such holders, "Eligible Holders").

Morrow Sodali Limited, is acting as information, exchange and proxy agent for the Exchange Offer (the "Information, Exchange and Proxy Agent"). Questions or requests for assistance related to the Offer or for additional copies of the Exchange Offer and Consent Solicitation Documents may be directed to the Information, Exchange and Proxy Agent (email: [email protected]; Tel: +1 203 609 4910 (Stamford); Tel: +44 20 4513 6933 (London). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer Documents are available for Eligible Holders at the following Eligibility Letter Website: https://projects.morrowsodali.com/aysa.

BofA Securities, Inc., HSBC Securities (USA) Inc. and AdCap Securities LTD are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Exchange Offer and Consent Solicitation.

       Quantum Finanzas S.A. is acting as financial advisor to the Company for the Exchange Offer and Consent Solicitation.

This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law. The New Notes are not subject to the rules and regulations of the Argentine Securities Commission (the "Comisión Nacional de Valores" or the "CNV") and therefore the public offer of the New Notes in Argentina has not been registered with the CNV and the CNV has not passed upon the information contained in the Spanish language version of the Exchange Offer and Consent Solicitation Memorandum and has neither approved nor disapproved it.

The New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful. None of the Company, the Information, Exchange and Proxy Agent, the Dealer Managers and Solicitation Agents, the Trustee, the Paying Agents, the Registrars, the Transfer Agents, the Luxembourg Listing Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer. Accordingly, any person considering participating in the Offer or making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer and Consent Solicitation Memorandum to be provided to Eligible Holders in connection with the Offer before taking any such investment decision.

This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer is not permitted by law. 

The distribution of materials relating to any of the Exchange Offer and Consent Solicitation may be restricted by law in certain jurisdictions. Any of the Exchange Offer and Consent Solicitation are void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer and Consent Solicitation come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offer and Consent Solicitation, including this communication, 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. If a jurisdiction requires that the Exchange Offer and Consent Solicitation be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Exchange Offer and Consent Solicitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.

All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, the Exchange Offer and Consent Solicitation Memorandum and any other material in relation to the New Notes described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons". In the UK, the New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, Relevant Persons. The Exchange Offer and Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on the Exchange Offer and Consent Solicitation Memorandum or its contents.

Media Contact: Michael Truscelli, [email protected]

SOURCE Agua y Saneamientos Argentinos S.A.