Republic of Peru Announces Results of Switch Tender Offer

LIMA, Peru, Nov. 22, 2019 /PRNewswire/ -- The Republic of Peru ("Peru"), in accordance with its previously-announced offer (the "Offer") dated November 21, 2019, to purchase for cash (i) outstanding U.S. Dollar-Denominated Global Bonds (the "Old Global Bonds"), and (ii) sovereign bonds or bonos soberanos (the "Old Bonos Soberanos"), including bonos soberanos in the form of Global Depositary Notes previously issued by Citibank, N.A., as depositary (the "GDNs", together with the Old Bonos Soberanos and the Old Global Bonds, collectively, the "Old Bonds") in each case as set forth in the table below, today announced that the Offer expired as scheduled at (x) 12:00 p.m. New York City time, on November 21, 2019 for Non-Preferred Tenders (as defined in the offer to purchase dated November 21, 2019 or the "Offer Document) and (y) 4:00 p.m. New York City time, on November 21, 2019 for Preferred Tenders (as defined in the Offer Document").  The Settlement Date for the Offer is expected to be Tuesday, December 3, 2019. Capitalized terms used but not defined in this press release have the meanings specified in the Offer Document.

In accordance with the Offer, Peru has determined the Maximum Purchase Amount of eligible bonos soberanos, including in the form of GDNs, and U.S. Dollar-Denominated Global Bonds applicable to the Offer to be approximately S/5,292,350,000 and U.S.$153,339,000, respectively. 

Peru priced: (i) a new issuance of its 5.350% sol-denominated bonos soberanos due 2040 (the "New 2040 Bonos Soberanos) and (ii) a further issuance of its 5.400% sol-denominated bonos soberanos due 2034 (the "New 2034 Bonos Soberanos", together with the New 2040 Bonos Soberanos, the "New Bonos Soberanos").

The Purchase Price payable for each U.S.$1,000 or S/1,000, as applicable, principal amount of each series of Old Bonds tendered by holders and accepted pursuant to the Offer was set forth in a previous press release.

For convenience, set forth below are the maturity date, outstanding aggregate principal amount, NEMONICO, CUSIP, ISIN and Common Code, as applicable, for each Bond subject to the Offer:

                               
⁽¹⁾  These amounts may include Old Bonds held by institutions and companies controlled by the Peruvian Government that have not been cancelled.
⁽²⁾   Each series of Old Global Bonds is admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

The final amount of New Bonos Soberanos the Republic will issue in connection with the Offer is subject to final confirmation by the Billing and Delivering Banks for the Offer, and the Billing and Delivering Banks for the Old Bonos Soberanos, GDNs and Old Global Bonds.

The table below sets forth the aggregate principal amount of preferred and non-preferred tenders for the Old Bonos Soberanos, including in the form of GDNs, the pro ration factor, and the amounts accepted for preferred and non-preferred tenders.

                                
⁽¹⁾  Includes the 5.200% GDNs due 2023 issued by Citibank, N.A., as the depositary that were validly tendered and accepted by Peru in accordance with the Offer.
⁽²⁾  Includes the 5.700% GDNs due 2024 issued by Citibank, N.A., as the depositary that were validly tendered and accepted by Peru in accordance with the Offer.

The table below sets forth the aggregate principal amount of tenders for each series of the Old Global Bonds, the pro ration factor for each such series, and the amounts accepted for preferred and non-preferred tenders.

Only holders that were either (i) qualified institutional buyers in the United States in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act (collectively, "Eligible Holders"), were eligible to participate in the New Bonos Soberanos Offering (as defined in the Offer Document). 

The Information Agent of the Offer 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: (866) 470-3800
http://www.gbsc-usa.com/Peru/

The Dealer Managers for the Offer are:

Disclaimer

This announcement shall not constitute an offer to purchase or 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 was not made to holders of Old Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the Offer to be made by a licensed broker or dealer, the Offer was deemed to be made on behalf of Peru by the dealer managers for the Offer or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction

In any EEA Member State this announcement is only addressed to and is only directed at qualified investors within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of 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 will be engaged in only with relevant persons.

SOURCE The Republic of Peru