The Republic of Peru Announces Tender Offers

LIMA, Peru, Oct. 30, 2014 /PRNewswire/ -- The Republic of Peru ("Peru") announced today an offer (the "Offer") to purchase for cash (i) sovereign bonds or Bonos Soberanos (the "Bonos Soberanos"), including Bonos Soberanos in the form of Global Depositary Notes ("GDNs"), and (ii) Global Bonds (the "Global Bonds"), in each case as set forth in the table below (the "Bonds") in an aggregate principal amount to be determined by Peru, in its sole discretion (the "Maximum Purchase Amount").  BBVA, BofA Merrill Lynch and Morgan Stanley will serve as Joint Dealer Managers for the Offering. BBVA Banco Continental and Morgan Stanley & Co. LLC are acting as Peruvian and International Billing and Delivering Banks, respectively (the "Billing and Delivering Banks").

The Offer is made subject to the terms and conditions set forth in the offer to purchase dated October 30, 2014 (the "Offer Document"), including the pricing of a new issue of Peru's Bonos Soberanos due 2024, yet to be priced (the "New Bonds") in an amount and on terms and conditions acceptable to Peru.  The Offer is not conditioned on any minimum participation by any series of Bonds.  The aggregate principal amount of Global Bonds and Bonos Soberanos (including GDNs) outstanding as of October 29, 2014 was U.S.$1,859,603,000 and S/.10,734,113,000, respectively.

(1) These amounts may include Bonds held by institutions and companies controlled by the Peruvian Government that have not been cancelled.

(2) Per S/. 1,000 and U.S.$1,000, as applicable, principal amount of the Bonos Soberanos and Global Bonds, respectively, tendered and accepted for purchase. Holders will also receive accrued and unpaid interest on the Bonds tendered and accepted for purchase. Holders of Bonos Soberanos will be paid in Nuevos Soles and holders of Global Bonds and GDNs in U.S. dollars.

(3) Includes the 9.91% Bonos Soberanos due 2015 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Morgan Stanley & Co. LLC on behalf of Peru.

(4) Includes the 7.84% Bonos Soberanos due 2020 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Morgan Stanley & Co. LLC on behalf of Peru.

The Offer will commence at 7.30 A.M. New York City Time, today, October 30, 2014. Unless extended or earlier terminated, this offer expires at 1.00 p.m. today for holders who do not submit an Indication of Interest (as defined in the Offer Document) and at 4.00 pm New York City time today for holders who do submit an Indication of Interest (as defined in the Offer Document).  Peru expects to announce the Maximum Purchase Amount, including the Aggregate Purchase Amount of Preferred and non-Preferred Tenders of each series of the Bonds that have been accepted and whether any proration as the case might be at 9:00 A.M on Friday October 31, 2014. Unless extended or earlier terminated, the settlement of the Tender Offer is scheduled to occur on Thursday, November 6, 2014 (the "Tender Offer Settlement Date").  Holders of the Bonds participating in the Tender Offer will also receive any accrued and unpaid interest on their Bonds up to (but excluding) the Tender Offer Settlement Date.

The Tender Offer is subject to Peru's right, at its sole discretion and subject to applicable law to extend, terminate, withdraw, or amend the Tender Offer at any time. Each of Peru and the Billing and Delivering Banks and the dealer managers reserve the right, in the sole discretion of each of them, not accept tenders for any reason.

Tender Orders submitted by holders of each series of Bonds must be in principal amounts of S/. 1,000 and integral multiples thereof for Bonos Soberanos and GDNs and U.S.$1,000 and integral multiples thereof for Global Bonds.

Tender Orders may be subject to proration.  Peru may subject each series of Bonds to different amounts of proration, in its sole discretion. Tender Orders made by holders who have submitted an Indication of Interest (as defined in the Offer Document) for the New Bonds will be accepted before any Tender Orders are accepted from holders who are not New Requestors (as defined in the Offer Document), up to each New Requestor's Tender Preference Amount (as defined in the Offer Document). The maximum aggregate amount of the 7.84%  Bonos Soberanos due 2020 that Peru will purchase is 50% of the current amount outstanding.

If you hold Bonos Soberanos, you may tender your Bonds only through BBVA Banco Continental, as Peruvian Billing and Delivering Bank.  If you hold GDNs or Global Bonds you may tender your Bonds only through Morgan Stanley & Co. LLC, as International Billing and Delivering Bank and if you do not have an account with either BBVA Banco Continental or Morgan Stanley & Co. LLC, through another Dealer Manager.  If you do not have an account with a Dealer Manager, and desire to tender your Bonds, you may do so through your broker, dealer, commercial bank, trust company, other financial institution or other custodian, that you customarily use. Your broker must contact one of the Dealer Managers at its phone number listed herein. You must submit tenders to one Dealer Manager only. You will NOT be able to submit tenders through Euroclear, Clearstream, the Depository Trust Company ("DTC") systems or CAVALI S.A. ICLV ("CAVALI"). 

BBVA Banco Continental, as the Peruvian Billing and Delivering Bank and Morgan Stanley & Co. LLC, as the International Billing and Delivering Bank, will consolidate all tenders and accept Bonds for purchase on behalf of Peru.  Bonds accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivering Banks on the Settlement Date, in accordance with customary brokerage practices for corporate fixed income securities.

If you hold Global Bonds or GDNs through DTC, they must be delivered for settlement no later than 3:00 p.m., New York City time, on the Settlement Date.  If you hold Global Bonds or GDNs through Euroclear or Clearstream, the latest process you can use to deliver your Bonds is the overnight process, one day prior to the Settlement Date; you may not use the optional daylight process.  If you hold Bonos Soberanos, which are registered with CAVALI, you will not be able to tender the Bonds to CAVALI.  Failure to deliver Bonds on time may result in the cancellation of your tender or a buy-in notice, executed in accordance with customary brokerage practices for corporate fixed income securities.  A holder who fails to deliver Bonds on time may become liable for any damages resulting from such failure.

Holders of the Bonds will not have withdrawal rights with respect to the Offer.

Payment will be made on the Settlement Date in Nuevos Soles for the Bonos Soberanos. Payment will be made on the Settlement Date in U.S. Dollars for the Global Bonds and GDNs. The Purchase Price of the Bonos Soberanos in the form of GDNs will be calculated by converting nuevos soles to U.S. dollars at S./ 2.9140 to U.S.$1.00, which is the average between the bid price (compra) and the offer price (venta) of the exchange rate published by the Superintendencia de Banca, Seguros y AFP at its web site (http://www.sbs.gob.pe) for the day before the date of this Offer Document, as adjusted for four decimals.

Disclaimer

The 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 Offer Document. Persons into whose possession the Offer Document 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 Offer is made solely pursuant to the Offer Document dated the date hereof.

This announcement must be read in conjunction with the Offer Document. This announcement and the Offer Document contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder 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 Bondholders should tender Bonds in the Offer or participate in the Offer.

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

Related Links

http://www.dfking.com/republicofperu

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