CARACAS, Venezuela, June 12, 2012 /PRNewswire/ -- Corporacion Andina de Fomento ("CAF") announced today the results of its invitation (the "Invitation") to the holders of the following series of its outstanding notes (collectively, the "Old Notes")
Series of Old Notes
8.125% Notes due 2019
5.750% Notes due 2017
to submit offers to exchange Old Notes for CAF's 4.375% Notes due 2022 (such notes issued pursuant to the Invitation, 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 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 (ISIN: US219868BS46; CUSIP: 219868BS4) that CAF expects to issue for cash on June 15, 2012 in the aggregate principal amount of U.S.$600,000,000 (collectively with the Reopened Notes, the "2022 Notes").
The Invitation expired at 5:00 P.M., New York City time, on June 12, 2012. The exchange agent for the Invitation has advised CAF that an aggregate principal amount of U.S.$253,667,000 of 2019 Notes and U.S.$134,559,000 of 2017 Notes were offered for exchange pursuant to the Invitation and not withdrawn.
The settlement date for the Old Notes exchanged pursuant to the Invitation is expected to be June 15, 2012.
EXCHANGE AMOUNT FOR 2019 NOTES
CAF has accepted for exchange all U.S.$253,667,000 aggregate principal amount of 2019 Notes offered pursuant to the Invitation. CAF will issue U.S.$324,010,000 aggregate principal amount of Reopened Notes in exchange for accepted 2019 Notes.
EXCHANGE AMOUNT FOR 2017 NOTES
CAF has accepted for exchange all U.S.$134,559,000 aggregate principal amount of 2017 Notes offered pursuant to the Invitation. CAF will issue U.S.$152,786,000 aggregate principal amount of Reopened Notes in exchange for accepted 2017 Notes.
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
Harborside Financial Center
100 Plaza One
Jersey City, NJ 07311
Email: [email protected];
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Email: [email protected]; or
452 Fifth Avenue
New York, NY 10018
Telephone: 1-877-472-2456 / 212-525-5552
Email: [email protected].
Exchange Agent and Information Agent
The exchange agent and information agent for the Invitation is 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 are 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.
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 made 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 have been made by such joint dealer manager or such affiliate on behalf of CAF in that jurisdiction.
In connection with the issue of the 2022 Notes, HSBC Securities (USA) Inc. and HSBC Bank plc. as the Stabilizing Managers, (or persons acting on behalf of any Stabilizing Managers) 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 Managers (or persons acting on behalf of any Stabilizing Managers) 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 Stabilizing Managers (or person(s) acting on behalf of any Stabilizing Managers) in accordance with all applicable laws and rules.
This press release is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any security. The Invitation was made solely by means of the Prospectus and Prospectus Supplement, and only to such persons and in such jurisdictions as permitted by applicable law.
SOURCE Corporacion Andina de Fomento