Peru announces intention to tender for existing bonds and issue new bonds

LIMA, Peru, June 11, 2019 /PRNewswire/ -- The Republic of Peru ("Peru") announced today its intention to:

(1) undertake a new issuance of Peru's sol-denominated Bonos Soberanos, including in the form of GDNs (the "New Bonos Soberanos Offering") the proceeds of which will be used to purchase for cash or as part of a "switch" tender for existing bonds;

(2) undertake a new issuance of Peru's U.S. dollar-denominated Global Bonds (the "New US Bonds Offering," together with the New Bonos Soberanos Offering, "New Bond Offerings") to be issued under Peru's existing shelf registration statement on Schedule B as filed under the U.S. Securities Act of 1933, as amended; and

(3) commence an offer to purchase certain of Peru's outstanding (A) sovereign bonds or Bonos Soberanos (the "Bonos Soberanos"), including Bonos Soberanos in the form of Global Depositary Notes previously issued by Citibank N.A., as depositary (the "GDNs") and (B) U.S. Dollar-Denominated Global Bonds and Euro-Denominated Global Bonds (together, the "Global Bonds", and together with the Bonos Soberanos and the GDNs, collectively, the "Bonds"), subject to certain conditions to be set forth in a separate offer to purchase (the "Tender Offer").

THE NEW BOND OFFERINGS

The New Bonos Soberanos Offering will be made solely by means of an offering memorandum. The New US Bonds Offering will be made solely by means of a prospectus. Both the offering memorandum and the prospectus will be available to investors at or around 9:00 a.m., New York time, on Tuesday, June 11, 2019. 

Peru will be making the New Bond Offerings only in those jurisdictions where it is legal to do so. The New Bond Offerings are void in all jurisdictions where they are prohibited. If materials relating to the New Bond Offerings come into the possession of any holder or bonds, such holders are required by Peru to inform themselves accordingly of and to observe all relevant legal restrictions. Neither this announcement nor any materials relating to the New Bond Offerings will constitute or may be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.

THE OFFER TO PURCHASE

Peru intends to commence an offer to purchase certain of Peru's outstanding (A) 5.200% Bonos Soberanos due 2023, including Bonos Soberanos in the form of GDNs previously issued by Citibank N.A., as depositary and (B) 2.750% Euro-Denominated Global Bonds due 2026, 3.750% Euro-Denominated Global Bonds due 2030, 7.350% U.S. Dollar-Denominated Global Bonds due 2025, 4.125% U.S. Dollar-Denominated Global Bonds due 2027, 8.750% U.S. Dollar-Denominated Global Bonds due 2033 and 6.550% U.S. Dollar-Denominated Global Bonds due 2037, on the terms and subject to the conditions to be set forth in a separate offer to purchase to be released no later than 8:00 a.m., New York time, on June 13, 2019 (the "Offer Document").

The Tender Offer will be subject to the terms and conditions set forth in the Offer Document, including the pricing and closing of the New Bond Offerings, in a principal amount and on terms and conditions acceptable to Peru.

The price payable per U.S.$1,000, €1,000 or S/1,000, as applicable, principal amount for each series of Bonds tendered by holders and accepted pursuant to the Offer (the "Purchase Price") during the tender period is provided in the tables below:

Holders whose Bonds are validly tendered and accepted for purchase pursuant to the Tender Offer will also receive an amount in cash equal to any accrued and unpaid interest on their existing Bonds up to (but excluding) the applicable Settlement Date.

Peru will be making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the Tender Offer come into your possession, you are required by Peru to inform yourself of and to observe all of these restrictions. The materials relating to the Tender Offer will 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.

FURTHER INFORMATION

Once available, you may obtain a written Offer Document, without charge and upon request from:

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, NY 10006
United States of America
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (866) 470-3800

DISCLAIMER

The Offer Document is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Offer Document. Persons into whose possession the Offer Document comes are required by Peru, the Dealer Managers and the Information Agent to inform themselves about, and to observe, any such restrictions.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to the Offer Document dated the date hereof.

This announcement has been prepared on the basis that the New Bond Offerings are not being offered to the public within the meaning of Directive 2003/71/EC (as amended, the "Prospectus Directive") and the Tender Offer is not subject to the obligation to publish a prospectus under the Prospectus Directive.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order")), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are persons falling within Article 43 of the Order, (iv) are outside the United Kingdom, or (v) 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) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "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.

This announcement must be read in conjunction with the Offer Document and the applicable materials relating to the New Bond Offerings. This announcement and the Offer Document contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Bonds is in any doubt as to the action it should take, it is recommended that such holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. None of Peru, the Dealer Managers or the Information Agent makes any recommendation as to whether holders of Bonds should tender Bonds in the Offer or participate in the Tender Offer.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Peru assumes no obligation to update or correct the information contained in this announcement.

SOURCE The Republic of Peru