Exchange Offer for U.S. Dollar-Denominated Notes: Correction of Manifest Error

SANTIAGO, Chile, July 7, 2023 /PRNewswire/ -- On July 6, 2023, the Republic of Chile ("Chile") published a press release announcing pricing terms for its U.S. Dollar-denominated offer to exchange its 3.125% Notes due 2025 (the "2025 Notes"), among other series of Eligible Notes, for 2036 Notes or 2054 Notes (such press release, the "Pricing Press Release" and such invitation to exchange, the "USD Invitation"). In addition, on July 7, 2023, Chile published a press release announcing the results of such exchange offer, including the amount of 2036 Notes and 2054 Notes to be issued as a result of the USD Invitation (the "Results Press Release"). Chile is publishing this press release to (i) correct a manifest error in the pricing terms of the 2025 Notes included in the Pricing Press Release and (ii) amend the resulting amount of 2036 Notes and 2054 Notes to be issued in the USD Invitation, as published in the Results Press Release. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the prospectus supplement relating to the USD Invitation filed by Chile with the Securities and Exchange Commission on June 27, 2023 (the "Prospectus Supplement").

Except as expressly amended hereby to the extent specifically provided herein, all terms of the USD Invitation contemplated in the Prospectus Supplement, the Pricing Press Release and Results Press Release and all other disclosures set forth in such documents remain unchanged and are hereby expressly incorporated into this press release.

The Pricing Press Release is hereby amended to correct a manifest error in the Exchange Ratio applicable to the 2025 Notes. The table below sets for the corrected Exchange Ratio for the 2025 Notes, based on Chile's determination of the Eligible Notes Applicable Yield and the New Notes Applicable Yield applicable to such series.

The Results Press Release is hereby amended to correct the aggregate principal amount of 2036 Notes and 2054 Notes to be issued in exchange for all USD Eligible Notes pursuant to the USD Invitation. As corrected, the aggregate principal amount of 2036 Notes to be issued in exchange for all USD Eligible Notes pursuant to the USD Invitation is US$499,852,623, and the aggregate principal amount of 2054 Notes to be issued in exchange for all USD Eligible Notes pursuant to the USD Invitation is US$381,658,578.   

* * * * * * * * * *

This announcement is not an offer or a solicitation of offers to exchange or tender any securities. Any offer was made solely by documents prepared in connection with the Invitation. The distribution of materials relating to any offer, and the transactions contemplated by any offer, may be restricted by law in certain jurisdictions. If materials relating to any offer come into your possession, you are required by Chile to inform yourself of and to observe all of these restrictions. The materials relating to any offer does not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law. 

The Information and Depositary Agent for the Invitation is Global Bondholder Services Corporation. The website for the Invitation is: https://www.gbsc-usa.com/chile/. Any questions concerning the Invitation or requests for copies of the documents may be directed to the Information and Depositary Agent at the contact information provided below.

Questions regarding the Invitation may also be directed to the Dealer Managers at the above contacts.

Chile has filed a registration statement (including a prospectus) with the SEC for the offering of securities. Before you make any decision related to this communication, you should read the prospectus in that registration statement and other documents that Chile has filed with the SEC for more complete information about Chile and this announcement. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Chile or any participating underwriter or dealer will arrange to send you the prospectus or any prospectus supplement in connection herewith if you request it by calling Credit Agricole Securities (USA) Inc., at +1 (866) 807-6030, HSBC Securities (USA) Inc., at +1 (866) 811-8049, Santander US Capital Markets LLC, at +1 (212) 940-1442, Scotia Capital (USA) Inc., at +1 (833) 498 1660, SG Americas Securities, LLC, at +1 855 851 2108.

The following additional information of Chile and regarding the New Notes is available from the SEC's website and also accompanies this free-writing prospectus:

https://www.sec.gov/Archives/edgar/data/19957/000110465923072353/tm2318446d1_18k.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465922011948/tm225317d1_sb.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923075660/tm2319570d8_424b2.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923078618/tm2320733d1_fwp.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923078984/tm2320825d1_fwp.htm

Important Notice

This announcement is not an offer to exchange or a solicitation of an offer to sell the Eligible Notes. The Invitation were made only by and pursuant to the terms of a prospectus filed with the SEC.

The distribution of materials relating to the New Notes Offerings and the Invitation, and the transactions contemplated by the New Notes Offerings and the Invitation, may be restricted by law in certain jurisdictions.  Each of the New Notes Offerings and the Invitation were made only in those jurisdictions where it is legal to do so. The New Notes Offerings and the Invitation are void in all jurisdictions where they are prohibited. If materials relating to the New Notes Offerings or the Invitation come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Notes Offerings and 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 New Notes Offerings or the Invitation be made by a licensed broker or dealer and a dealer manager participating in the Invitation or any affiliate of any such dealer manager is a licensed broker or dealer in that jurisdiction, the New Notes Offerings or the Invitation, as the case may be, shall be deemed made by such dealer manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Invitation in accordance with the terms thereof are referred to as "holders."

Stabilization/FCA

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in any Member State of the European Economic Area ("EEA").  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 (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), 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 Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation").  Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore any offering or selling of any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK").  For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) an investor who is not a qualified investor as defined in Article 2 of the UK Prospectus Regulation, and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.  Consequently, no key information document required by the PRIIPs Regulation, as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"), for offering or selling securities or otherwise making them available to retail investors in the UK has been prepared and therefore any offering or selling of securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The expression "UK Prospectus Regulation" means the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA.

Neither this communication is, nor any other offer material relating to the Invitation will be, made, and this communication has not been approved, by an authorized person for the purposes of section 21 of the FSMA. This announcement is for distribution only to persons who (a) are outside the United Kingdom; or (b) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not 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 DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SOURCE The Republic of Chile