Republic of Peru Announces Stand-Alone 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 purchase for cash (the "USD Tender Offers") its 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 (the "Old Bonds") in an aggregate amount based on a maximum aggregate purchase price that will be determined by Peru in its sole discretion (the "Maximum Purchase Amount") on the terms and subject to the conditions set forth in the offer to purchase (the "USD Tender Offer Document"). The USD Tender Offers will be subject to the terms and conditions set forth in the USD Tender Offer Document, including the pricing and closing of the a new notes offering, in a principal amount and on terms and conditions acceptable to Peru.

Peru also commenced a separate offer to (i) exchange Peru's outstanding 5.200% Sol-Denominated Bonos Soberanos due 2023, 5.200% GDNs due 2023, 5.700% Sol-Denominated Bonos Soberanos due 2024, 5.700% GDNs due 2024, 8.200% Sol-Denominated Bonos Soberanos due 2026, 8.200% GDNs due 2026, 6.350% Sol-Denominated Bonos Soberanos due 2028 and 6.350% GDNs due 2028 (the "Existing Bonos Soberanos") for a new series of Sol-Denominated sovereign bonds or bonos soberanos due 2033 or (ii) purchase for cash the Existing Bonos Soberanos on the terms and subject to the conditions set forth in the exchange and tender offering memorandum dated May 31, 2023 (the "Offering Memorandum"). To request offering materials relating to such  offer, please contact Global Bondholder Services Corporation (the "Information Agent"), whose information is listed below.

The price payable per U.S.$1,000 principal amount for each series of Old Bonds that are tendered by holders and accepted pursuant to the USD Tender Offers (the "Purchase Price") during the tender period is provided in the table below.

Holders whose Old Bonds are validly tendered and accepted for purchase pursuant to the USD Tender Offers will also receive an amount in cash equal to any accrued and unpaid interest ("Accrued Interest") on their Old Bonds up to (but excluding) the Settlement Date (as defined below).

THE USD TENDER OFFERS WILL COMMENCE AT OR AROUND 8:00 A.M., NEW YORK CITY TIME, ON MAY 31, 2023.  UNLESS EXTENDED OR EARLIER TERMINATED. THE USD TENDER OFFERS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 6, 2023 (THE "EXPIRATION DEADLINE").

The USD Tender Offers are not conditioned upon any minimum participation of any series of Old Bonds.  Peru reserves the right, in its sole discretion, to prorate one or more series of Old Bonds and may subject each series of Old Bonds to different proration factors, or not to accept any, some, or all USD Tender Offers, or to modify the Purchase Price for any, some, or all series of Old Bonds upon the terms and conditions described in the USD Tender Offer Document, or to terminate all or some of the USD Tender Offers for any reason.  The Maximum Purchase Amount as of a given time shall be the amount determined by Peru in its sole discretion prior to the Settlement Date.

Old Bonds tendered pursuant to the USD Tender Offers may only be withdrawn prior to the Expiration Deadline, but not thereafter.

Payment for Old Bonds accepted for purchase shall be made on a date promptly following the Expiration Deadline (the "Settlement Date") by Peru depositing or causing the deposit of the Purchase Price and of Accrued Interest, in each case, for all accepted Old Bonds in immediately available funds with DTC which will act as agents for tendering Holders for the purpose of receiving the applicable Purchase Price, plus Accrued Interest, and transmitting such Purchase Price (and Accrued Interest) to such Holders.

Holders whose Old Bonds are held through DTC must arrange for a direct participant in DTC to submit their tender offer to DTC through DTC's Automated Tender Offer Program ("ATOP") and follow the procedure for book-entry transfer set forth in the USD Tender Offer Document. DTC has confirmed that the Offers of Old Bonds are eligible for ATOP.  Accordingly, a DTC participant whose name appears on a security position listing as the holder of the relevant Old Bonds must electronically tender its Old Bonds causing DTC to transfer the Old Bonds in the participant's account to the Information Agent's ATOP account at DTC in accordance with DTC's ATOP procedures for such a transfer. DTC will then send an agent's message to the Information Agent.

Holders whose Old Bonds are held through Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, société anonyme, Luxembourg ("Clearstream") must arrange for a direct participant in Euroclear or Clearstream, Luxembourg, as the case may be, to deliver their tender offer, which includes "blocking" instructions (as defined in the USD Tender Offer Document), to Euroclear or Clearstream, Luxembourg in accordance with the procedures and deadlines specified by Euroclear or Clearstream, Luxembourg prior to the Expiration Deadline must provide instructions for the use of ATOP and observe their applicable deadlines. Holders must submit their tenders through DTC's ATOP system in accordance with the deadlines and procedures established by DTC, and an agent's message with respect to their tender must be received by the Information Agent prior to the Expiration Deadline.

Holders whose Old Bonds are held through a custodian may not submit a tender directly and should contact that custodian to tender on their behalf.

Peru is making the USD Tender Offers only in those jurisdictions where it is legal to do so. The USD Tender Offers are void in all jurisdictions where such Tender Offers are prohibited. If materials relating to the USD Tender Offers come into your possession, you are required by Peru to inform yourself of and to observe all of these restrictions. The materials relating to the USD Tender 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

For copies of the USD Tender Offer Document, contact the Information Agent for the USD Tender Offers as follows:

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://www.gbsc-usa.com/Peru

DISCLAIMER

The USD Tender Offer Document is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the USD Tender Offer Document. Persons into whose possession any materials comes are required by Peru, the Dealer Managers and the 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 USD Tender Offers are made solely pursuant to the USD Tender Offer Document 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 applicable USD Tender Offer Document relating to the New Bond Offering. This announcement and the USD Tender Offer Document contain important information which should be read carefully before any decision is made with respect to any USD Tender Offer. If any holder of Old 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 Information Agent makes any recommendation as to whether holders of Old Bonds should tender Old Bonds or participate in the USD Tender 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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