Transportadora de Gas del Sur S.A. Announces Exchange Offer

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Jan 11, 2014, 07:51 ET

BUENOS AIRES, Argentina, Jan. 11, 2014 /PRNewswire/ -- Transportadora de Gas del Sur S.A. announced today that it has commenced an offer to exchange (the "Exchange Offer") any and all of the outstanding 7.875% notes due 2017 (CUSIP: 893870AU9; ISIN: US893870AU90; and CUSIP: P9308RAX1; ISIN: USP9308RAX19) (the "Old Notes") for newly issued 9.625% notes due 2020 (the "New Notes").

The exchange offer will expire at 11:59 p.m. (New York City time) on February 7, 2014, unless extended by us (the "Expiration Date"). In order to be eligible to receive the early exchange consideration, which includes the early participation consideration, holders of Old Notes must validly tender and must not validly withdraw their Old Notes prior to or at 5:00 p.m. (New York City time) on January 24, 2014, unless extended by us (the "Early Participation Date"). Holders of Old Notes who validly tender after the Early Participation Date and prior to or on the Expiration Date will be eligible to receive the exchange consideration, which does not include the early participation consideration.

Eligible holders that validly tender Old Notes at or prior to the Early Redemption Date and do not validly withdraw, will receive, US$1,000 principal amount of New Notes (the "Early Exchange Consideration") for each US$1,000 principal amount of Old Notes validly tendered and accepted. The Early Exchange Consideration includes early participation consideration of US$30 principal amount of New Notes for such Old Notes validly tendered, not validly withdrawn and accepted. Eligible holders that validly tender Old Notes after the Early Participation Date and prior to or on the Expiration Date will be eligible to receive only the exchange consideration of US$970 principal amount of New Notes for each US$1,000 principal amount of Old Notes validly tendered and accepted, and no early exchange consideration on the settlement date.

Global Bondholder Services Corporation is serving as information agent for the Exchange Offer. Requests for the Exchange Offer offering memorandum and eligibility letter may be directed to the information agent at 65 Broadway, Suite 404, New York, NY 10006 or at (212) 430-3774 or 1 (866) 470-4200. Only eligible holders who have completed and returned the eligibility letter certifying that they are eligible holders are permitted to receive or review the Exchange Offer offering memorandum, and only eligible holders are authorized to participate in the Exchange Offer.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws. The New Notes may not be offered or sold within the United States, absent registration or an applicable exemption from registration requirements.

The Exchange Offer is being made only to holders who have properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder has represented to the Company that it is (a) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act ("QIBs")) or (b) a person outside the United States in accordance with Regulation S of the Securities Act. Any offer or sale of the New Notes made to holders of the Old Notes which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (the "Prospectus Directive") will be addressed to holders (i) which are qualified investors as defined in the Prospectus Directive or (ii) which agree to acquire the New Notes for a total consideration equivalent to at least €100,000 per investor. Any such holder, not being a qualified investor, that does not agree to acquire such amount will not be able to participate in the Exchange Offer.

Neither the communication of this announcement nor any other materials relating to the Exchange Offer is being made, and this announcement has not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement is only being communicated to, and any other documents or materials relating to the Exchange Offer are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The New Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Transportadora de Gas del Sur S.A.