Camposol S.A. Commences Tender Offer For Any And All Of Its 10.50% Notes Due 2021

LIMA, Peru, April 27, 2018 /PRNewswire/ -- Camposol S.A. ( the "Company" or "we") today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company's Offer to Purchase for Cash Statement ("Statement") dated April 27, 2018 (the "Tender Offer"), for any and all of its outstanding 10.50% Notes due 2021 (the "Notes").

The Statement more fully sets forth the terms of the Tender Offer summarized herein.

The Notes and other information relating to the Tender Offer are listed in the table below:

The Tender Offer will expire at 11:59 p.m., New York City time, on May 3, 2018, unless extended or terminated earlier at the sole discretion of the Company (such date and time, as it may be extended or terminated earlier, the "Expiration Date").

Subject to the satisfaction of the terms and conditions set forth in the Statement, holders validly tendering and not withdrawing their Notes pursuant to the Tender Offer will be entitled to receive U.S.$1,066.90 per U.S.$1,000 principal amount of the Notes tendered, on a date promptly following the Expiration Date (the "Settlement Date") (which date is expected to occur within three business days of the Expiration Date, but which may change without notice). The Settlement Date in respect of Notes for which a properly completed and duly executed notice of guaranteed delivery is delivered at or prior to the Expiration Date (to the extent that such Notes are not delivered prior to the Expiration Date) that are accepted by the Company for purchase in the Tender Offer is expected to be the third business day following the scheduled Expiration Date (the "Guaranteed Delivery Settlement Date"), but which may change without notice.

Tendered Notes may be validly withdrawn from the Tender Offer at any time (i) at or prior to the earlier of (x) the Expiration Date and (y) in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, and (ii) after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Tender Offer, including the financing condition requiring the consummation of the Company's concurrent offering of senior notes and other conditions. If, following the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, any Notes remain outstanding, the Company intends to issue promptly a notice of redemption to redeem such Notes in accordance with the terms of the Notes and the indenture. However, neither this press release nor any other document related to the Tender Offer constitutes a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes, and there can be no assurance that the redemption will be carried out following the Settlement Date or the Guaranteed Delivery Settlement Date (as applicable), or at all.

The Company has retained J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as the dealer managers for the Tender Offer. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at +1 (212) 834-7279 (collect) or (866) 846-2874 (toll-free) and Merrill Lynch, Pierce, Fenner & Smith Incorporated at +1 (646) 855-8988 (collect) or (888) 292-0070 (toll-free). Requests for documents may be directed to D.F. King & Co. Inc., the information and tender agent for the Tender Offer, at +1 (212) 269-5550 (banks and brokers), +1 (800) 884-4725 (all others, toll free) and by e-mail at [email protected].

Documents relating to the Tender Offer, including the Statement and the Notice of Guaranteed Delivery, are also available at www.dfking.com/camposol.

None of the Company, the dealer managers or the information and tender agent make any recommendations as to whether holders should tender their Notes pursuant to the Tender Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not a recommendation and is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offer is being made solely pursuant to the Tender Offer documents.

The Tender Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the Tender Offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.

The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Any offer or sale of the new notes in any member state of the European Economic Area which has implemented Directive 2003/711/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). The new notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering, selling or distributing the new notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering, selling or distributing the new notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

Forward-Looking Statements

This release and the Statement contain statements which may constitute "forward-looking statements". These forward-looking statements are not based on historical facts, but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Words such as "expect," "may," "intend," "should" and similar words and expressions are intended to identify forward-looking statements. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any forward-looking statements after the date on which they are made in light of new information, future events and other factors.

SOURCE Camposol S.A.

Related Links

http://www.dfking.com/camposol