Republic of Peru Announces Exchange and Tender for Existing Bonds and Issuance of New Bonds
LIMA, Peru, May 31, 2023 /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" together with the Existing Bonos Soberanos, the "Existing Bonds") for a new series of Sol-Denominated sovereign bonds or bonos soberanos due 2033 (the "New Bonos Soberanos") (including new GDNs (the "New GDNs" 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"). 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 May 31, 2023.
Peru commenced a separate offer to purchase (the "USD 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, and 2.783% U.S. Dollar-Denominated Global Bonds due 2031, on the terms and subject to the conditions set forth in a separate offer to purchase (the "USD Bond Offer Document"). The USD Bond Offers will be subject to the terms and conditions set forth in the USD Bond Offer Document. To request offering materials relating to the USD Bond 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 below. 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.
Existing Bonds |
Outstanding Aggregate |
Purchase |
Exchange |
5.200% Bonos Soberanos due 2023 |
S/ 1,309,373,000 |
S/1,000.00 |
To be announced. |
5.200% GDNs due 2023(3) |
— |
S/999.00 |
To be announced. |
5.700% Bonos Soberanos due 2024 |
S/6,740,798,000 |
S/998.75 |
To be announced. |
5.700% GDNs due 2024(3) |
— |
S/997.75 |
To be announced. |
8.200% Bonos Soberanos due 2026 |
S/12,516,553,000 |
S/1,061.25 |
To be announced. |
8.200% GDNs due 2026(3) |
— |
S/1,060.25 |
To be announced. |
6.350% Bonos Soberanos due 2028 |
S/16,625,287,000 |
S/992.50 |
To be announced. |
6.350% GDNs due 2028(3) |
— |
S/991.50 |
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. |
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(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. |
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(3) |
Issued by Citibank, N.A., as the depositary. |
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(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. |
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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 Deadline, as adjusted for three decimals.
THE OFFERS WILL COMMENCE AT APPROXIMATELY 8:00 A.M., NEW YORK CITY TIME, ON MAY 31, 2023. UNLESS EXTENDED OR EARLIER TERMINATED. THE OFFERS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 6, 2023.
Each offer to exchange and each tender for purchase 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 any and 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"), Euroclear or Clearstream Banking Société Anonyme ("Clearstream") systems, as applicable. Tenders of Existing Bonos Soberanos are to be made by holders to the Ministerio de Economia y Finanzas ("MEF") account under reference code 426 at CAVALI S.A. ICLV ("CAVALI"), all in accordance with the procedures specified in the Exchange and Tender Offering Memorandum.
Existing GDNs tendered pursuant to the Offers may only be withdrawn prior to the Withdrawal Deadline in accordance with the procedures specified in the Exchange and Tender Offering Memorandum.
If any holder wishes to tender or exchange its Existing GDNs pursuant to the Offers, the direct participant through which such holder holds its Existing GDNs must submit, prior to the Expiration Deadline to tender or exchange Existing GDNs, by properly instructing DTC through the DTC Automated Tender Offer Program ("ATOP"). Tenders or exchanges of Existing GDNs must be submitted through a direct participant in DTC.
Tenders and exchanges of Existing Bonos Soberanos must be made by holders to the MEF account at CAVALI, under reference code 426 and the MEF and Santander Peru must be notified of such tender or exchange. Tendering and exchanging holders are responsible for arranging the delivery of their notes through CAVALI's WARI platform.
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: [email protected]
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: [email protected]
The Issuer for the Offers is:
Ministerio de Economía y Finanzas del Perú
Jr. Junín No. 319
Lima, Perú
Email: [email protected]
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 is to 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 Bonos Soberanos 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 Bonds should tender Existing Bonds 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.
SOURCE The Republic of Peru
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