LIMA, Peru, May 25, 2016 /PRNewswire/ -- Camposol S.A. (the "Company") announced today that following the expiration of its offer to exchange Existing Notes for New Notes announced on April 11, 2016 (the "Exchange Offer"), the Company has received valid tenders that were not withdrawn from 73.75% of holders of Existing Notes, representing US$147,490,000, of the aggregate US$200,000,000 principal amount of notes outstanding. A total of US$52,510,000 principal amount of Existing Notes was not tendered in the Exchange Offer. The Exchange Offer expired at midnight, New York City time, on May 24, 2016.
The Company also announced that the settlement of the Exchange Offer is scheduled for Friday, May 27, 2016. On the settlement date, holders of Existing Notes who validly tendered their notes will receive for each US$1.00 of Existing Notes tendered, US$1.00 of New Notes plus the payment of a Participation Fee equal to 1.00% of the principal amount of Existing Notes tendered. The New Notes will bear interest at an annual rate of 10.50% and will mature in 2021 and will have the benefit of the Collateral provided by the Peruvian Trust Agreement, as described in the Exchange Offer Memorandum, dated April 11, 2016, as amended, that was prepared by the Company in connection with the Exchange Offer.
The Company further announced that after settlement of the Exchange Offer, it may contact holders of Existing Notes who have not participated in the Exchange Offer in an effort to obtain additional exchanges for New Notes. Any such additional exchanges, if accepted, would require the Company to issue additional New Notes under the New Notes indenture. In addition, the Company is seeking extensions of its existing lines of credit in an effort to address its short-term liquidity and working capital requirements.
The Exchange Offer and the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). As a result, holders within the United States or who are U.S. persons were eligible to participate in the Exchange Offer only if they are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A"). Offers and issuances of the New Notes to non U.S. persons outside the United States were made in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
D.F. King & Co., Inc. acted as Information and Exchange Agent, in connection with the Exchange Offer.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR EXCHANGED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE COMPANY DOES NOT INTEND TO REGISTER ANY NEW NOTES IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION. THE EXCHANGE OFFER IS MADE SOLELY PURSUANT TO THE EXCHANGE OFFER MEMORANDUM DATED APRIL 11, 2016, AS SUPPLEMENTED BY THE SUPPLEMENT DATED MAY 5, 2016.
The Exchange Offer was made solely pursuant to the Exchange Offer Memorandum, as supplemented by the Supplement, and only to such persons and in such jurisdictions as are permitted under applicable law.
None of the Company, the Dealer Managers or the Information and Exchange Agent has made any recommendation as to whether holders of Existing Notes should tender Existing Notes or participate in the Exchange 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. The Company assumes no obligation to update or correct the information contained in this announcement.
This communication is only being distributed to and is 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 companies, 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 are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Camposol is the leading agro industrial company in Peru, the first producer of avocados and soon the first producer of blueberries in the world. It is involved in the harvest, processing and marketing of high quality agricultural products such as avocadoes, asparagus, blueberries, grapes, mangos, tangerines and shrimp; which are exported to Europe, the United States and Asia. Camposol is a vertically integrated company located in Peru, offering fresh and frozen products. It is the third largest employer of the country, with more than 13,000 workers in high season, and is committed to support sustainable development through social responsibility policies and projects aimed to increase the shared-value for all of its stakeholders. Camposol was the first Peruvian agro industrial company to present annual audited Sustainability Reports and has achieved the following international certifications: BSCI, Global Gap, IFS, HACCP and BRC among others.
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SOURCE Camposol S.A.