BUENOS AIRES, Argentina, Aug. 4, 2016 /PRNewswire/ -- CLISA – Compañía Latinoamericana de Infraestructura & Servicios S.A. — 5 August, 2016. In connection with the previously announced tender offer for cash (the "Tender Offer") for any and all of the outstanding U.S.$87,106,000 11.50% Series 4 Notes due 2019 issued by CLISA (the "Purchaser") and guaranteed by Cliba Ingeniería Ambiental S.A. and Benito Roggio e Hijos S.A. (ISIN XS1116464220) (the "Notes") and related consent solicitation (the "Consent Solicitation") according to which it solicited from holders of Notes (the "Holders") consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the terms and conditions of the Notes (the "Conditions"), as described in the tender offer and consent solicitation statement, dated 29 June, 2016 (the "Offer and Consent Statement"), the Purchaser today announced a meeting of the Holders (the "Noteholders Meeting") was held to consider the Proposed Amendments.
The terms and conditions of the Offer, as well as the Proposed Amendments, are described in the Offer and Consent Statement, previously distributed to the Holders. The Proposed Amendments will make the covenants of the Notes substantially consistent with covenants for the New Notes (as described in the Offer and Consent Statement).
The Noteholders Meeting was held at the offices of the Purchaser at 10:00 hours (City of Buenos Aires time) on 4 August 2016, as set forth in the Offer and Consent Statement. The Proposed Amendments were duly passed by 100% of the Holders represented at the Noteholders Meeting, representing 93.99% of the outstanding Notes. Accordingly, the Purchaser will enter into an amendment to the Pricing Supplement (as described in the Offer and Consent Statement) to effect the Proposed Amendments as soon as reasonably practicable following the approval of the Comisión Nacional de Valores. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be governed by the Conditions (as described in the Offer and Consent Statement) of the Notes, as amended by such amendment to the Pricing Supplement.
Capitalized terms used herein but not defined shall have the meaning given to them in the Offer and Consent Statement.
Information Relating to the Offer
BCP Securities, LLC and Santander Investment Securities Inc. are acting as the Dealer Managers and Solicitation Agents with respect to the Tender Offer and the Consent Solicitation and Banco Santander Río S.A. is acting as the Argentine Dealer and Solicitation Agent. Investors with questions may contact BCP Securities, LLC at +1 203 629 2181, Santander Investment Securities Inc. at + 1 212 940 1442 (Collect) or +1 855 404 3636 (Toll Free) and Banco Santander Río S.A. at +54 11 4341 1033.
D.F. King has been appointed as Information and Tender Agent. All questions to the Information and Tender Agent should be directed to email: firstname.lastname@example.org or telephone: +44 20 7920 9700.
Copies of the Offer and Consent Statement may be found for consultation through the Financial Information Highway or at the Offer Website: https://sites.dfkingltd.com/clisa.
This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer and Consent Statement.
Neither the Offer and Consent Statement nor any related document has been filed with the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer and Consent Statement nor any related document, and it is unlawful and may be a criminal offence to make any representation to the contrary.
This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The Tender Offer and Consent Solicitation are being made solely pursuant to the Offer and Consent Statement. The Tender Offer and Consent Solicitation are not being made to, nor will the Purchaser accept tenders of Notes and deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky or other laws of such jurisdiction.
About the Purchaser
CLISA is a leading Argentine infrastructure manager and developer with over 100 years of experience. It is currently organised along four principal business segments: (i) construction and toll road concessions, (ii) waste management, (iii) transportation and (iv) water supply services. It also engages in other minor business operations, such as health care management services. However, CLISA derives substantially all of its consolidated sales from the operations of its waste management, construction and toll road concessions and transportation segments.
This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Purchaser's current beliefs, expectations and projections about future events and financial trends affecting the Purchaser's business. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Purchaser. The occurrence of any such factors not currently expected by the Purchaser would significantly alter the results set forth in these statements. The Purchaser expressly disclaims a duty to update any of the forward-looking statements.
CLISA - COMPAÑÍA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A.
Leandro N. Alem 1050 – piso 9º
C1001AAS City of Buenos Aires
Tel.: +54 11 6091 7300
Fax: +54 11 6091 7301
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SOURCE CLISA - Compania Latinoamericana de Infraestructura & Servicios S.A.