CLISA - Compania Latinoamericana De Infraestructura & Servicios S.A. Announces A Solicitation Of Consents In Relation To Its Series 3 Notes And Series 4 Notes
BUENOS AIRES, Argentina, July 7, 2015 /PRNewswire/ -- CLISA - Compania Latinoamericana de Infraestructura & Servicios S.A. ("Clisa") informs the holders (the "Noteholders") of its (i) U.S.$32,894,000 aggregate principal amount of the 9.50% Series 3 Notes due 2016 guaranteed by Cliba Ingenieria Ambiental S.A. and Benito Roggio e Hijos S.A. (the "Guarantors") (the "Series 3 Notes") and (ii) U.S.$87,106,000 aggregate principal amount of the 11.50% Series 4 Notes due 2019 guaranteed by the Guarantors (the "Series 4 Notes", and together with the Series 3 Notes, the "Notes"), both issued under the U.S.$300,000,000 Euro Note Issuance Programme that it has called meetings of Noteholders to consider and consent to certain proposed modifications to the Series 3 Notes Conditions (the "Series 3 Proposal") and the Series 4 Notes Conditions (the "Series 4 Proposal", and together with the Series 3 Proposal, the "Proposals"), which include certain amendments to the interest coverage ratio, the asset sale covenant and the cross-default provisions of the Notes as more fully described in the consent solicitation memorandum dated 7 July 2015 (the "Consent Solicitation Memorandum").
The consent solicitation is made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. Capitalised terms used in this announcement have the meanings ascribed to them in the Consent Solicitation Memorandum.
| Description of the Notes |
Outstanding Principal |
ISIN/Common Code |
| U.S.$120,000,000 9.50% Series 3 |
U.S.$21,929,442.98 |
XS0570044874 / 057004487 |
| U.S.$87,106,000 11.50% Series 4 |
U.S.$87,106,000.00 |
XS1116464220 / 1116464220 |
Meeting of Noteholders
A Series 3 Noteholders Meeting and a Series 4 Noteholders Meeting have been convened to consider the Proposals and, if thought fit, pass the relevant Resolutions. The Notice of Meeting and the form of the Resolutions are set out in the Consent Solicitation Memorandum.
Participating in the consent solicitation
To participate in the consent solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, through the relevant Clearing System and in accordance with the requirements of such Clearing System, valid Voting Instructions, to be received by the Information & Tabulation Agent prior to the Expiration Time.
Noteholders wishing to attend the Meetings in person should obtain a Proxy from the Registrar and comply with the requirements described in the Consent Solicitation Memorandum under "Terms of the Proposals – Procedures for participating and voting in the Meetings – Blocking of the Notes".
Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee through which they hold Notes whether such entity must receive instructions to participate in the consent solicitation before the deadlines specified in the timeline below.
Expected Timeline
| Date |
Number of |
Action |
| 7 July 2015 |
Day 0 |
Launch |
| The date on which the Consent Solicitation is announced. |
||
| Notices of Meetings through Clearing Systems delivered to Clearing Systems for communication to Direct Participants and published via the Notifying News Service. |
||
| Consent Solicitation Memorandum available from the Solicitation Agents, the Argentine Agent, the Information & Tabulation Agent and the Issuer, and documents referred to in the Notice of Meeting and the Notice of Meetings Through Clearing Systems available for inspection at the offices of the Information & Tabulation Agent and the specified office of the Fiscal Agent and the Issuer. |
||
| 8 July 2015 |
Day 1 |
Commencement of publication of Notices of Meetings in accordance with the provisions of the Agency Agreement. |
| 21 July 2015 17:00, CET |
Day 15 |
Consent Fee Deadline |
| The deadline for receipts by the Information & Tabulation Agent of consents eligible for the Consent Fee, subject to the Payment Conditions. |
||
| 28 July 2015 17:00, CET |
Day 22 |
Revocation Deadline |
| The deadline for receipt by the Information & Tabulation Agent of revocation of Voting Instructions or Forms of Proxy, in the limited circumstances in which such revocation is permitted. |
||
| 28 July 2015 17:00, CET |
Day 22 |
Expiration Deadline[1] |
| Deadline for receipt by the Information & Tabulation Agent of all Voting Instructions or Forms of Proxy in order for Noteholders to be able to participate and vote in the Meetings, as applicable. |
||
| 6 August 2015 10:00, Buenos Aires time |
Day 30 |
Series 3 Noteholders Meeting |
| Series 3 Noteholders Meeting to be held at the offices of Clisa at Av. Leandro N. Alem 1050, 9th floor, 1001AAS, Buenos Aires, Argentina. |
||
| 6 August 2015 13:00, Buenos Aires time |
Day 30 |
Series 4 Noteholders Meeting |
| Series 4 Noteholders Meeting to be held at the offices of Clisa at Av. Leandro N. Alem 1050, 9th floor, 1001AAS, Buenos Aires, Argentina. |
||
| 7 August 2015 |
Day 31 |
Announcement of results |
| Announcement of the result of the Meetings via the Financial Information Highway (Autopista de Informacion Financiera) (https://www.cnv.gob.ar) of the CNV. |
||
| As soon as reasonably practicable after the Meetings |
Implementation of the Proposals as approved by the Resolutions and payment of the Consent Fee. |
|
| The Proposals, if approved, shall be implemented by way of an amendment to the relevant Series 3 Pricing Supplement and Series 3 Global Note and/or Series 4 Pricing Supplement and Series 4 Global Note, as soon as practicable following the date of the Meetings (or any Second Meeting) at which the relevant Resolution is approved. |
For further information:
A complete description of the terms and conditions of the consent solicitation is set out in the Consent Solicitation Memorandum. Further details about the transaction can be obtained from:
The Solicitation Agents and Argentine Agent:
The Solicitation Agents
BCP Securities, LLC
289 Greenwich Avenue
Greenwich, CT 06830
Tel.: +1 203 629 2181
Fax: +1 203 629 2188
Attention: James Harper
Email: [email protected]
Santander Investment Securities Inc.
45 East 53rd Street,
New York, NY 10022
Tel: + 1 212 940 1442
Fax: + 1 212 407 4580
Attention: Conor Nugent
Email: [email protected]
The Argentine Agent
Banco Santander Rio S.A.
Bartolome Mitre 480, Piso 14
(C1036AAH) Buenos Aires
Argentina
Tel: +54 11 4341 1033
Fax: +54 11 4341 1033
Attention: Santiago Aronson
Email: [email protected]
Questions and requests for assistance in relation to the submission of Voting Instructions may be directed to:
The Information & Tabulation Agent:
D.F. King
In London
85 Gresham Street
London EC2V 7NQ
United Kingdom
Tel.: +44-20-7920-9700
In New York
48 Wall Street, 22nd Floor
New York, NY 10005
United States of America
Tel.: +1 212 269 5550
Email: [email protected]
Project website: http://sites.dfkingltd.com/clisa
A copy of the Consent Solicitation Memorandum is available upon request from the Information & Tabulation Agent, the Solicitation Agents and the Argentine Agent.
The Solicitation Agents and the Argentine Agent do not take responsibility for the contents of this announcement. None of the Issuer, the Guarantors, the Solicitation Agents, the Argentine Agent, or the Information & Tabulation Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the consent solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the consent solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Noteholders with any questions on the consent solicitation or the Proposals should contact the Solicitation Agents or Argentine Agent for further information.
This is not an offer of securities for sale in the United States or elsewhere. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
[1] This deadline applies to the procedures to be held through the Clearing Systems. Under Argentine law, a Noteholder wishing to attend and vote in the Meeting may submit to the Issuer the proper legal document evidencing that such Noteholder is the legitimate holder of the Notes until the third Business Day prior to the date of the Meeting, provided that such Noteholder has arranged for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose.
SOURCE CLISA
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