Corporacion Andina de Fomento ("CAF") announced today an invitation (the "Invitation") to the holders of the following series of its outstanding notes (collectively, the "Old Notes")

CARACAS, Venezuela, June 7, 2012 /PRNewswire/ -- Corporacion Andina de Fomento ("CAF") announced today an invitation (the "Invitation") to the holders of the following series of its outstanding notes (collectively, the "Old Notes")

*  per $1,000 principal amount of Old Notes accepted for exchange

to submit offers to exchange Old Notes for up to a maximum principal amount of U.S.$500,000,000 of CAF's 4.375% Notes due 2022 (the "Reopened Notes") on the terms and subject to the conditions described in the Prospectus Supplement dated June 7, 2012 (the "Prospectus Supplement"), to the Prospectus dated May 22, 2012, attached thereto (the "Prospectus").

The Invitation will commence today.  The Invitation and withdrawal rights will expire at 5:00 p.m., New York City time, on June 12, 2012, unless extended or earlier terminated by CAF in its sole discretion (such date, as it may be extended, the "Expiration Date").

The Reopened Notes, if and when issued, will be a further issuance of, will form a single series with and will be fully fungible with, the 4.375% Notes due 2022 that CAF expects to issue for cash on June 15, 2012 in the aggregate principal amount of U.S.$600,000,000 (the "New Notes").  CAF currently anticipates settling the Invitation on the same date that the New Notes are issued in the cash offering, but retains discretion to settle the Invitation at a later date or to terminate the Invitation without settlement.

For each U.S.$1,000 in outstanding principal amount of Old Notes that is validly tendered and CAF accepts for exchange, the tendering holder will receive a principal amount of Reopened Notes equal to the Exchange Ratio for such series of Old Notes set forth in the table above. 

The aggregate principal amount of Reopened Notes received by a tendering holder whose Old Notes CAF accepts for exchange will be rounded down to the nearest U.S.$1,000, and such holder will receive an amount in cash in U.S. dollars in respect of any such rounding, as further described in the Prospectus Supplement.  In addition, a tendering holder will receive a cash payment in U.S. dollars equal to the amount of accrued and unpaid interest on such Old Notes that are validly tendered and CAF accepts for exchange to (but excluding) the settlement date of the Reopened Notes, less the accrued interest on the Reopened Notes from the issuance date of the New Notes, if any, as more fully described in the Prospectus Supplement.

If the principal amount of Reopened Notes that would be issued pursuant to the Invitation if CAF accepted all validly tendered Old Notes exceeds U.S.$500,000,000, CAF intends to accept 2019 Notes and 2017 Notes in the order of priority set forth in the table above.  Notwithstanding the Acceptance Priority Levels, CAF reserves the right to determine the aggregate principal amount of 2019 Notes and the aggregate principal amount of 2017 Notes that it will accept pursuant to the Invitation in its sole discretion. 

Holders of Old Notes considering participating in the Invitation should carefully consider the risk factors discussed under "Risk Factors" in the Prospectus Supplement.

Copies of the Prospectus Supplement and the Prospectus may be obtained free of charge by eligible participants from the exchange agent and information agent, or from one of the Joint Dealer Managers at:

Deutsche Bank Securities
Prospectus Department
Harborside Financial Center
100 Plaza One
Jersey City, NJ 07311
Telephone: 1-800-503-4611
Email: [email protected];

Goldman, Sachs & Co.
Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526
Facsimile: 212-902-9316
Email: [email protected]; or

HSBC
452 Fifth Avenue
New York, NY 10018
Telephone: 1-877-472-2456 / 212-525-5552
Facsimile: 646-366-3384
Email: [email protected].

Exchange Agent and Information Agent 

The exchange agent and information agent for the Invitation will be Global Bondholder Services Corporation, located at 65 Broadway, Suite 404, New York, NY 10006 (Attention: Corporate Actions). The exchange agent and information agent can be reached by telephone at the following numbers: (Banks and Brokers) +1-212-430-3774; (toll free) +1-866-857-2200.

Joint Dealer Managers 

Deutsche Bank Securities Inc., Goldman, Sachs & Co. and HSBC will act as Joint Dealer Managers for the Invitation.

Deutsche Bank Securities Inc. can be reached by telephone at the following numbers: (In the United States) +1-866-627-0391; (Outside the United States, call collect) +1-212-250-2955.

Goldman, Sachs & Co. can be reached by telephone at the following numbers:  (In the United States) +1-800-828-3182; (Outside the United States, call collect) +1-212-902-5183.

HSBC can be reached by telephone at the following numbers:  (In the United States) +1-888-HSBC-4LM; (Outside the United States, call collect) +1-212-525-5552.

Further Information

CAF will apply to the Financial Services Authority in its capacity as competent authority pursuant to Part VI of the Financial Services and Markets Act 2000 (the "UK Listing Authority") for the Reopened Notes to be admitted to the official list of the UK Listing Authority and to the London Stock Exchange plc (the "London Stock Exchange") for the Reopened Notes to be admitted to trading on the London Stock Exchange's Regulated Market.  The London Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2004/39/EC. No application has been nor will be made for the Old Notes to be admitted for listing on any securities exchange.

This document 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, as amended (as so amended, the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and 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.

CAF is making the Invitation only in those jurisdictions where it is legal to do so. The Invitation is void in all jurisdictions where it is prohibited. If materials relating to the Invitation come into your possession, you are required by CAF to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and any joint dealer manager or any affiliate of a joint dealer manager is a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by such joint dealer manager or such affiliate on behalf of CAF in that jurisdiction.

In connection with the issue of the Reopened Notes persons named as the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the applicable prospectus supplement may over-allot notes or effect transactions with a view to supporting the market price of such notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of such notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of such notes and 60 days after the date of the allotment of such notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and rules.

SOURCE Corporacion Andina de Fomento