Frigorífico Concepción S.A. Announces Expiration and Final Tender Deadline Results

ASUNCIÓN, Paraguay, July 20, 2021 /PRNewswire/ -- Frigorífico Concepción S.A (the "Company") hereby announces the expiration and final results of the previously announced offer to purchase for cash any and all of the Company's 10.25% Senior Secured Notes due 2025 (the "Notes") and solicitation of consents  to proposed amendments to the indenture governing the Notes and the related security documents (the "Consents"), pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 21, 2021 (the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.

Based on information provided by Global Bondholder Services Corporation ("GBSC"), the information agent for the Offer to Purchase and Consent Solicitation, tender instructions in the amounts set forth in the table below were validly delivered and not validly withdrawn prior to or at 11:59 p.m., New York City time, on July 19, 2021 (the "Expiration Time"). Subject to the conditions set forth in the Tender Offer and Consent Solicitation, the Company has accepted all valid tender instructions delivered pursuant to the Tender Offer and Consent Solicitation.

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(1) The Notes are currently listed on the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market.

Pursuant to the Offer to Purchase and Consent Solicitation Statement, eligible Holders were required to validly tender and not validly withdraw their Notes prior to the Early Tender Deadline to be eligible to receive the Early Tender Consideration. However, Holders were able to participate in the Tender Offer and Consent Solicitation by validly tendering Notes and delivering their Consent after the Early Tender Deadline and at or prior to the Expiration Time. In such instances, the Holders will have been eligible to receive only the Late Tender Consideration (which excludes the Early Tender Consideration). The Late Tender Consideration payable for each US$1,000 principal amount of Notes that were validly tendered (and not validly withdrawn) after the Early Tender Deadline and at or prior the Expiration Time will be US$1,090. In addition to the Early Tender Consideration or the Late Tender Consideration, as the case may be, Holders whose Notes were accepted for purchase pursuant to the Tender Offer will also receive Accrued Interest. Subject to the satisfaction or waiver of the conditions of the Tender Offer and Consent Solicitation, payment for Notes validly tendered and, to the extent applicable, Consents validly delivered, and accepted for purchase will be made on the Payment Date by the Company's deposit of immediately available funds with the Depositary or, upon the Depositary's instructions, with DTC. Given that Consents validly received were sufficient to reach the Requisite Consents, the Proposed Amendments will become effective.

Global Bondholder Services Corporation is acting as the Information Agent and Depositary for the Offer to Purchase and the Consent Solicitation. Questions or requests for assistance related to any of the Offer to Purchase and the Consent Solicitation or for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to Global Bondholder Services Corporation by telephone at (866) 470-3700 (U.S. toll free) and +1 (212) 430-3774 (collect), in writing at 65 Broadway – Suite 404, New York, New York 10006, by email to [email protected] or by facsimile transmission at (212) 430-3775/3779. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase and Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement is available for eligible Holders at the following web address: https://www.gbsc-usa.com/frigorifico

BofA Securities is acting as dealer manager (the "Dealer Manager") for the Offer to Purchase and Consent Solicitation.

BofA Securities
One Bryant Park
New York, New York 10036
Collect: +1 646 855 8988
Toll Free: +1 888 292 0070

Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offer to Purchase and the Consent Solicitation before the deadlines specified in the Offer to Purchase and Consent Solicitation Statement. The deadlines set by any such intermediary and The Depository Trust Company ("DTC") for the submission of tender instructions will be earlier than the relevant deadlines specified above.

Important Notice

None of the Company, the Dealer Manager, the Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Notes or provide consents in response to the Tender Offer and Consent Solicitation or expressing any opinion as to whether the terms of the Tender Offer and Consent Solicitation are fair to any Holder, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender, and provide any Consents. Please refer to the Offer to Purchase and Consent Solicitation Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Consent Solicitation is being made solely by means of the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer and consent solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer and Consent Solicitation. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. 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.

SOURCE Frigorífico Concepción S.A.

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