InRetail Consumer Announces (I) Offer To Purchase For Cash Any And All Of The Outstanding U.S.$300,000,000 8.875% Senior Guaranteed Notes Due 2018 Of Intercorp Retail Trustee, As Trustee Of Intercorp Retail Trust And (II) Solicitation Of Consents To Certain Proposed Actions

LIMA, Peru, Sept. 22, 2014 /PRNewswire/ -- Patrimonio en Fideicomiso – D.S. No. 093-2002-EF - InRetail Consumer, also known as InRetail Consumer, a Peruvian trust, acting through its trustee, Internacional de Titulos Sociedad Titulizadora S.A. (the "Purchaser"), today announced that it has commenced (A) an offer to purchase (the "Offer") for cash any and all of the outstanding U.S.$300,000,000 8.875% Senior Guaranteed Notes due 2018 (the "Notes") of Intercorp Retail Trustee, as trustee of Intercorp Retail Trust (the "Issuer"), from holders of the Notes ("Holders") and, in conjunction with the Offer, (B) a solicitation of consents (the "Solicitation", together with the Offer, the "Tender Offer") from the Holders to certain proposed actions (the "Proposed Actions") as set forth in the offer to purchase and consent solicitation statement dated as of September 22, 2014 (the "Statement"). Subject to a limited exception described in the Statement, in order to implement the Proposed Actions, the Purchaser must receive valid tenders of Notes and delivery of corresponding Consents of at least a majority in aggregate principal amount outstanding of the Notes (not including Notes held by Intercorp Retail Inc. or its affiliates) (the "Requisite Consents").

The Tender Offer will expire at 11:59 p.m., New York City time, on October 20, 2014, unless extended or earlier terminated by the Purchaser (such date and time, including as extended or earlier terminated, the "Expiration Date"). Subject to the terms and conditions set forth in the Statement, Holders who validly tender their Notes on or prior to 5:00 p.m., New York City time, on October 3, 2014 (such date and time, including as extended or earlier terminated, the "Early Tender Time"), will be eligible to receive the total consideration of U.S.$1,160.99 per U.S.$1,000 principal amount of Notes (the "Total Consideration") accepted for purchase, which includes the purchase price of U.S.$1,110.99 per U.S.$1,000 principal amount of Notes (the "Purchase Price") and an early tender premium of U.S.$50.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Premium"). The Early Tender Premium is payable only to Holders who validly tender their Notes on or prior to the Early Tender Time.  The Purchaser intends to pay the Total Consideration on a date promptly following the Early Tender Time (the "Early Settlement Date") (which date is expected to be October 10, 2014, but which may change without notice).

Notes tendered may be withdrawn on or prior to 5:00 p.m., New York City time, on October 3, 2014 (such date and time, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law. Holders validly tendering their Notes after the Early Tender Time and on or prior to the Expiration Date will be eligible to receive the Purchase Price on a date following the Expiration Date (the "Final Settlement Date") (which date is expected to be October 22, 2014, but which may change without notice) if the Purchaser accepts such Notes for purchase pursuant to the Tender Offer.

The Tender Offer is subject to the terms and conditions set forth in the Statement, including receipt of the Requisite Consents and the Financing Condition as set forth in the Statement. Holders whose Notes are purchased in the Tender Offer will not be paid accrued and unpaid interest on their purchased Notes.

The table below summarizes certain payment terms of the Tender Offer:

Notes may be tendered and will be accepted for payment only in denominations of U.S.$1,000.00 and any integral multiple of U.S.$1,000.00 in excess thereof.

The Purchaser reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the Tender Offer, in whole or in part, at any time and from time to time, except that receipt of the Requisite Consents is necessary for the Proposed Actions to be implemented, subject to a limited exception described in the Statement.  The Purchaser also reserves the right, subject to applicable law, in its sole discretion, (1) to terminate or withdraw the Tender Offer at any time before the Early Settlement Date, (2) to extend the Early Tender Time, Withdrawal Deadline and/or the Expiration Date or (3) otherwise to amend the Tender Offer in any respect.  It may extend the Early Tender Time without extending the Withdrawal Deadline.

In connection with the Tender Offer, Credit Suisse Securities (USA) LLC has been appointed as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") and D.F. King has been appointed as information and tender agent (the "Information and Tender Agent").

Any questions or requests for assistance concerning the terms of the Tender Offer may be directed to the Dealer Manager and Solicitation Agent at the address and the telephone number set forth below.  Any questions or requests for assistance concerning the Tender Offer or for additional copies of the Statement may be directed to the Information and Tender Agent at the address, e-mail address and telephone numbers set forth below.  Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

None of the Purchaser, the Issuer, the Trustee, the Dealer Manager and Solicitation Agent or the Information and Tender Agent makes any recommendation as to whether or not Holders should tender their Notes.

Holders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Holder desires to tender those Notes. The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Statement.

Disclaimer

The Statement is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Statement. Persons into whose possession the Statement comes are required by the Purchaser, the Dealer Manager and Solicitation Agent and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor 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 Tender Offer is made solely pursuant to the Statement dated September 22, 2014.

This announcement must be read in conjunction with the Statement. This announcement and the Statement contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of the Purchaser, the Dealer Manager and Solicitation Agent or the Information and Tender Agent makes any recommendation as to whether Holders should tender Notes in the Tender Offer or participate in the Tender 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 Purchaser assumes no obligation to update or correct the information contained in this announcement.

For more information, please contact:

Dealer Manager and Solicitation Agent

Information and Tender Agent

SOURCE InRetail Consumer