The Republic of Panama Announces an Offer to Purchase its 4.000% Global Bonds due 2024

PANAMA CITY, Nov. 21, 2022 /PRNewswire/ -- The Republic of Panama ("Panama") announced today that it has commenced an offer to purchase for cash (the "Offer") any and all of its outstanding 4.000% Global Bonds due 2024 (CUSIP 698299 BD5, ISIN US698299BD54, Common Code 111287791) (the "Bonds") in an aggregate principal amount that will not result in an aggregate Purchase Price that exceeds an amount determined by Panama in its sole discretion (the "Maximum Purchase Amount"). As of November 21, 2022, there was U.S.$837,075,000 aggregate principal amount of the Bonds outstanding. Holders of the Bonds participating in the Offer will also receive any accrued and unpaid interest on their Bonds up to (but excluding) the Settlement Date. The Offer is made subject to the terms and conditions contained in the Offer to Purchase, dated November 21, 2022 (the "Offer Document"). All capitalized terms used but not defined in this communication have the respective meanings specified in the Offer Document.

The Purchase Price payable for each $1,000 principal amount of Bonds validly tendered and accepted for purchase will be based on the fixed spread specified for the Bonds, plus the yield of the specified Reference U.S. Treasury Security for the Bonds as of 10:00 a.m., New York time, on Tuesday, November 29, 2022, unless extended or earlier terminated with respect to the Offer.  The Accrued Interest will be payable in cash in addition to the Purchase Price.

The tender period (the "Tender Period") will commence at 9:00 a.m., New York time, on Monday, November 21, 2022, and, unless extended or earlier terminated by Panama in its sole discretion, the Tender Period will expire at 7:30 a.m., New York time, on Tuesday, November 29, 2022. Panama expects to announce the Reference Yield, the Offer Yield, the Purchase Price of the Bonds and the Maximum Purchase Amount at or around 2:30 p.m. New York time, on Tuesday, November 29, 2022, or as soon as possible thereafter. The settlement of the Offer is scheduled to occur on Friday, December 2, 2022, subject to change without notice. 

During the Tender Period, a holder of Bonds may validly tender their Bonds ("Tender Orders") by transmitting an Agent's Message together with the confirmation of the transfer of such Bonds into the account of D.F. King & Co., Inc., the tender and information agent for the Offer (the "Tender and Information Agent"), through the Depository Trust Company ("DTC").  Panama will accept Bonds for purchase pursuant to the terms and conditions in the Offer Document, subject to proration as described in the Offer Document.  Panama will issue a press release announcing the Reference Yield, the Tender Offer Yield, the Purchase Price of the Bonds and the Maximum Purchase Amount at or around 2:30 p.m., New York time, on Tuesday, November 29, 2022, or as soon as possible thereafter. Panama reserves the right, in its sole discretion, not to accept any or all Tender Orders and to terminate the Offer for any reason. Tender Orders by a holder of Bonds must be of principal amounts that are equal to the minimum denomination of $200,000 and integral multiples of $1,000 in excess thereof ("Permitted Tender Amounts").

To the extent proration occurs, Panama will accept Bonds with appropriate adjustments to avoid purchase of Bonds in principal amounts other than Permitted Tender Amounts. Each holder submitting a Tender Order will be deemed to have made certain acknowledgments, representations, warranties and undertakings to Panama, the Dealer Managers and the Tender and Information Agent, as set out in the Offer Document.

Holders of the Bonds must submit all of their Bonds to be tendered through DTC's ATOP system. Holders will not have withdrawal rights with respect to any tenders of Bonds in the Offer after the expiration of the Tender Period. For purposes of the Offer, Panama will be deemed to have accepted validly tendered and validly delivered Bonds when, as and if Panama gives oral or written notice thereof to the Tender and Information Agent. Payment for Bonds accepted for purchase pursuant to the Offer will be made by Panama depositing (or causing the deposit of) such payment with DTC, which will act as agent for the tendering holders for the purpose of receiving the Purchase Price (plus Accrued Interest), and transmitting such Purchase Price (and Accrued Interest), to such holders. Under no circumstances will any additional amount be paid by Panama or the Tender and Information Agent by reason of any delay in making such payment. If any tendered Bonds are not accepted for purchase or payment because of an invalid tender or the occurrence or non-occurrence of certain other events set forth herein or otherwise, then such Bonds tendered will be credited to the account maintained at DTC from which such Bonds were delivered promptly after the Expiration Time or the termination of the Offer.

The Offer is subject to Panama's right, at its sole discretion and subject to applicable law, to extend, terminate, withdraw, or amend the Offer at any time. Panama reserves the right, in its sole discretion, not to accept tenders for any reason.

The Offer Document may be downloaded from the Tender and Information Agent's website at www.dfking.com/panama or from any of the Dealer Managers.

The Dealer Managers for the Offer are:

Questions regarding the Offer may be directed to the Dealer Managers at the above contact.

The distribution of materials relating to the Offer and the transactions contemplated thereby may be restricted by law in certain jurisdictions.  The Offer is void in all jurisdictions where it is prohibited.  If materials relating to the Offer come into an investor's possession, such investor is required by Panama to inform himself or herself of and to observe all of these restrictions.  The materials relating to the 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 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 Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Panama in that jurisdiction.  Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction.  The offering of these securities will be made only by means of the preliminary prospectus supplement and the accompanying prospectus.

Neither this announcement, the Offer Document nor any brochure material or document related thereto have been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten).  In Belgium, the Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §3 of the Belgian Law of April 1, 2007 on takeover bids (loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen, the "Takeover Law"), as amended from time to time.  Accordingly, the Offer may not be, and is not being advertised and this announcement, the Offer Document as well as any brochure, or any other material or document relating thereto may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium other than to qualified investors (investisseurs qualifiés/gekwalificeerde beleggers) within the meaning of Article 2, e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.  (Règlement (UE) 2017/1129 du 14 juin 2017 du Parlement européen et du Conseil concernant le prospectus à publier en cas d'offre au public de valeurs mobilières ou en vue de l'admission de valeurs mobilières à la négociation sur un marché réglementé, et abrogeant la directive 2003/71/CE/Verordening (EU) 2017/1129 van het Europees Parlement en de Raad van 14 juni 2017 betreffende het prospectus dat moet worden gepubliceerd wanneer effecten aan het publiek worden aangeboden of tot de handel op een gereglementeerde markt worden toegelaten en tot intrekking van Richtlijn 2003/71/EG), as amended or replaced from time to time, i.e. professional clients and eligible counterparties as referred to in  points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/ EU unless they have entered into an agreement to be treated as non-professional clients in  accordance with the fourth paragraph of Section I of that Annex, as amended or replaced from time to time, that do not qualify as consumers (consommateurs/consumenten) within the meaning of Article I.1, 2° of the Belgian Code of Economic Law of February 28, 2013 (Code de droit économique/Wetboek van economisch recht), as amended or replaced from time to time.  Accordingly, the information contained in this announcement, the Offer Document or in any brochure or any other document or materials relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium other than qualified investors acting on their own account who are not consumers.

The Offer is not being made, directly or indirectly, to the public in France.  Neither this announcement, the Offer Document nor any other documents or materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés),  acting for their own account, all as defined in, and in accordance with, Articles  L.411–2 and D.411–1 of the French Code monétaire et financier and/or (ii) the other legal entities referred to in Articles L.341–2 1° and D.341–1 of the French Code monétaire et financier are eligible to participate in the Offer to Purchase. This Offer has not been and will not be submitted to the clearance procedure of the Autorité des marchés financiers ("AMF"), nor to a competent authority of another Member State of the European Economic Area that would have notified its approval to the AMF under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.

This announcement and the Offer Document do not constitute a prospectus compliant with Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") and does therefore not form the basis of any public offering in the Federal Republic of Germany ("Germany"). No prospectus (Prospekt) within the meaning of the Prospectus Regulation and the German Securities Prospectus Act (Wertpapierprospektgesetz) or any other applicable laws in Germany has been or will be published in Germany, nor has the Offer Document been filed with, approved by or notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication in Germany.

The Offer Document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

The Offer and the Bonds have not been and will not be registered with the Superintendence of Securities Markets of the Republic of Panama under Decree Law 1 of 1999, as amended, as they are exempted to do so. Therefore, the Bonds may be publicly offered and sold in the Republic of Panama to any investor pursuant to registration exemptions applicable to government securities.

The applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Offer in, from or otherwise involving the United Kingdom.

Neither this announcement, the communication of the Offer Document nor any other offer material relating to the Offer has been approved, by an authorized person for the purposes of section 21 of the FSMA.  The Offer Document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of 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 falling within (i) to (iii) together being referred to as "relevant persons"). Any investment or investment activity to which the Offer Document relates is available only to, and any invitation, offer or agreement to subscribe to, purchase or otherwise acquire such investment will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this announcement, the Offer Document or any of its contents

Contact information:

D.F. King &Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
E-mail: [email protected] Call Collect: +1 (212) 269 5550
Call Toll-Free: +1 (800) 334 0384
website: www.dfking.com/panama

SOURCE The Republic of Panama