Republic of Chile - Announcement of Tender Offer Results

SANTIAGO, Chile, June 18, 2019 /PRNewswire/ --

Acceptance of Tenders, Aggregate Principal Amount of Tendered Old Notes and Purchase Price

The Republic of Chile ("Chile") announced today the aggregate principal amount of valid tenders of each series of Old Notes set forth in the table below that has been accepted pursuant to its tender offer previously announced (the "Tender Offer") to purchase for cash debt securities of each series listed in the table below, subject to the terms and conditions contained in the Offer to Purchase, dated Monday, June 17, 2019 (the "Offer to Purchase"). Orders to tender Old Notes (as defined below) that are not for permitted tender amounts as set forth in the Offer to Purchase have not been accepted. The Tender Offer for non-preferred tenders and preferred tenders expired as scheduled at 12:00 noon and 4:00 p.m., New York time, respectively, on Monday, June 17, 2019.

The aggregate Purchase Price (as defined below) to be paid for each series of the Old Notes tendered in the Tender Offer and accepted as instructed by Chile is (i) US$59,405,678 for the 3.875% Notes due 2020 (the "2020 Notes"), (ii) US$62,837,165 for the 3.25% Notes due 2021 (the "2021 Notes"), (iii) US$116,053,466 for the 2.250% Notes due 2022 (the "2022 Notes"), (iv) US$185,646,453 for the 3.125% Notes due 2025 (the "2025 Notes"), (v) US$136,299,605 for the 3.125% Notes due 2026 (the "2026 Notes"), (vi) US$51,449,297 for the 3.625% Notes due 2042 (the "2042 Notes") and (vii) US$275,304,472 for the 3.860% Notes due 2047 (the "2047 Notes" and, collectively with the 2021 Notes, 2022 Notes, 2025 Notes, 2026 Notes, 2042 Notes and 2047 Notes, the "Old Notes").

In accordance with the Offer to Purchase, the purchase price to be paid for each US$1,000 principal amount of each series of Old Notes accepted pursuant to the Tender Offer will be as specified in the table below (the "Purchase Price"). The Purchase Prices set forth below were calculated in accordance with the methodology announced by Chile in the Offer to Purchase.

Holders of Old Notes held through the Depository Trust Company ("DTC") which have been validly tendered and accepted pursuant to the Tender Offer, must deliver their accepted Old Notes to Citigroup Global Markets Inc., as the billing and delivering bank (in such capacity, the "Billing and Delivering Bank") for settlement no later than 3:00 p.m., New York time, on the settlement date, expected to occur on Monday, June 24, 2019 (the "Tender Offer Settlement Date"), subject to the terms and conditions set forth in the Offer to Purchase. Holders of Old Notes held through Euroclear Bank SA/NV, as operator of the Euroclear System or Clearstream Banking, société anonyme, Luxembourg, which have been validly tendered and accepted pursuant to the Tender Offer, must deliver their Old Notes to the Billing and Delivering Bank, at the latest, using the overnight process, one day prior to the Tender Offer Settlement Date and must not use the optional daylight process.

Failure to deliver Old Notes on time by any holders may result (i) in the cancellation of your tender and in you becoming liable for any damages resulting from that failure, (ii) in the case of preferred tenders (a) in the cancellation of any allocation of new notes in the New Notes Offering (as defined below) in respect of your related indication of interest and/or (b) in the cancellation of your tender and in your remaining obligation to purchase your allocation of new notes in respect of your related indication of interest, and/or (iii) in the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities.

All Old Notes that are tendered pursuant to tender orders placed through a Dealer Manager and accepted will be purchased by the Billing and Delivering Bank as instructed by Chile. Only the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Notes validly tendered and accepted. Chile will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Old Notes tendered in the Tender Offer by any holder. The Billing and Delivering Bank will not be liable for payments to any holder of Old Notes validly tendered and accepted for purchase if such holder fails to deliver such Old Notes on or prior to the Tender Offer Settlement Date as described in the Offer to Purchase.

Chile will apply a portion of the net proceeds of its new notes offering announced yesterday, Monday, June 17, 2019 (the "New Notes Offering") to purchase the Old Notes from the Billing and Delivering Bank at the applicable Purchase Price plus accrued interest. The Tender Offer is conditioned upon the underwriting agreement for the New Notes Offering and the dealer manager agreement relating to the Tender Offer not having been terminated prior to or at the time of the Tender Offer Settlement Date. The Tender Offer is not contingent upon the closing of the New Notes Offering.

BNP Paribas Securities Corp., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. acted as Dealer Managers for the Tender Offer, and questions regarding the Tender Offer may be directed to the contact information below: 

Chile has filed registration statements (including a prospectus) with the Securities and Exchange Commission ("SEC") for the New Notes Offering and issuance of the new notes. Before you invest, you should read the prospectus in the registration statements and other documents that Chile has filed with the SEC for more complete information about Chile and such offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Chile, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or any prospectus supplement for this offering if you request it by calling BNP Paribas Securities Corp. at (800) 854-5674, Citigroup Global Markets Inc. at (800) 831-9146 and HSBC Securities (USA) Inc. at (866) 472-2456.

The following additional information of Chile and regarding the New Notes Offering is available from the SEC website and also accompanies this free-writing prospectus:

https://www.sec.gov/Archives/edgar/data/19957/000119312519175178/d758654dfwp.htm
https://www.sec.gov/Archives/edgar/data/19957/000119312519174317/d757768dfwp.htm
https://www.sec.gov/Archives/edgar/data/19957/000119312519174269/d757878d424b3.htm
https://www.sec.gov/Archives/edgar/data/19957/000119312519174267/d758484d18ka.htm
https://www.sec.gov/Archives/edgar/data/19957/000119312519140526/0001193125-19-140526-index.htm
https://www.sec.gov/Archives/edgar/data/19957/000119312518008229/d455930dsb.htm

Important Notice

The distribution of materials relating to the New Notes Offering or the Tender Offer and the transactions contemplated by the New Notes Offering and the Tender Offer may be restricted by law in certain jurisdictions. Each of the New Notes Offering and the Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the New Notes Offering or the Tender Offer come into your possession, you are required by Chile to inform yourself of and to observe all of these restrictions. The materials relating to the New Notes Offering or the Tender Offer, 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 New Notes Offering or the Tender Offer 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 New Notes Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of any notes which are the subject of the offering contemplated in the New Notes Offering (the "Securities") may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State may be made at any time under the following exemptions under the Prospectus Directive: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by Chile for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities shall require Chile or any underwriter of the New Notes Offering to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. This EEA selling restriction is in addition to any other selling restrictions set out in the New Notes Offering.

This announcement and any offer material relating to the New Notes Offering are for distribution only to persons who (i) have 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 "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) 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 (the "FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement and any offer material relating to the New Notes Offering are 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 announcement and any offer material relating to the New Notes Offering relates is available only to relevant persons and will be engaged in only with relevant persons.

The announcement is not intended to constitute an offer or solicitation to purchase or invest in the new notes. The new notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the New Notes Offering constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this announcement nor any other offering or marketing material relating to the New Notes Offering may be publicly distributed or otherwise made publicly available in Switzerland.

The new notes may not be offered or sold, directly or indirectly, other than to qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

The New Notes Offering has not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and the new notes may not be sold, issued or offered within Taiwan through a public offering or in a circumstance which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan requiring registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the new notes in Taiwan.

With respect to persons in Hong Kong, the New Notes Offering and the Tender Offer are only made to, and are only capable of acceptance by, professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder ("professional investors").  No person or entity may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the new notes, Old Notes or the Tender Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong, including in circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) other than with respect to Old Notes which are or are intended to be tendered, or new notes which are intended to be purchased, only by persons outside Hong Kong or only by "professional investors" as defined in the SFO and any rules made under thereunder.

This announcement and any offer material relating to the New Notes Offering have not been reviewed by any regulatory authority in Hong Kong.  You are advised to exercise caution in relation to the New Notes Offering.  If you are in any doubt about any of the contents of announcement or any offer material relating to the New Notes Offering, you should obtain independent professional advice.  No person or entity may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the new notes, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong, including in circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) other than with respect to the new notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

The new notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial Instruments and Exchange Law") and the new notes will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Neither this announcement nor any other documents or materials relating to the New Notes Offering has been or will be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the new notes may not be circulated or distributed, nor may the new notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA. Where the new notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable within six months after that corporation or that trust has acquired the new notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law.

Singapore Securities and Futures Act Product Classification-Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, Chile has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the new notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

The new notes may be sold only to purchasers in the provinces of Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.  Any resale of the new notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.  Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if any offer material relating to the New Notes Offering (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory.  The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.  Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters of the New Notes Offering are not required to comply with the disclosure requirements of the NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

The new notes have not been and will not be offered, delivered or sold directly or indirectly in Korea or to any resident of Korea except as otherwise permitted under applicable Korean laws and regulations.  Each underwriter of the New Notes Offering has undertaken to ensure that any securities dealer to which it sells the new notes confirms that it is purchasing such new notes as principal and agrees with such underwriter that it will comply with the restrictions described above.

Other than to qualified domestic institutional investors, the new notes are not being offered or sold and may not be offered or sold, directly or indirectly, in China (for such purposes, not including Hong Kong and Macau Special Administrative Regions of China or Taiwan), except as permitted by the securities laws of China.

SOURCE Republic of Chile