Republic of Colombia Launches Offer to Purchase

BOGOTA, Colombia, Jan. 10, 2012 /PRNewswire/ -- The Republic of Colombia ("Colombia") announced today that it will commence on January 11, 2012 an offer to purchase (the "Offer") the securities listed in the tables below (collectively the "Bonds") for cash, in an aggregate principal amount determined by Colombia in its sole discretion, expressed in U.S. dollars (the "Maximum Purchase Amount"), that will not (i) exceed U.S. $600 million or (ii) result in an Aggregate Purchase Price (as defined in the Offer to Purchase, as defined below) that exceeds U.S.$750 million, subject to the terms and conditions contained in the Offer to Purchase, dated January 10, 2012 (the "Offer to Purchase"). The Offer is contingent upon the issuance of and receipt of funds for, in an amount and on terms and conditions acceptable to Colombia, its 6.125% Global Bonds due 2041. The Offer is not conditioned upon the tender of any minimum participation of any series of Bonds. The aggregate principal amount of Bonds outstanding is equivalent to approximately U.S.$5.87 billion. 

The price paid per U.S.$1,000 principal amount for each series of Bonds tendered and accepted pursuant to the Offer will be as specified in the table below.  Holders will also receive any accrued and unpaid interest on their Bonds accepted in the Offer up to (but excluding) the settlement date for the Offer, which is expected to be Friday, January 27, 2012.

The Offer will commence at 6:00 a.m., New York City time, on Wednesday, January 11, 2012, and expire at the earlier of (i) 4:00 p.m., New York City time, on Thursday, January 12, 2012, or (ii) 4:00 p.m., New York City time, on Wednesday, January 11, 2012, if tenders representing at least the Maximum Purchase Amount of Bonds have been received by such time, in each case, unless extended or earlier terminated by Colombia in its sole discretion.

Holders may tender their Bonds through one of the Dealer Managers between 6:00 a.m. and 4:00 p.m., New York City time, on each Business Day the Offer is open. At 6:00 a.m., New York City time, on each Business Day following a day that the Offer is open, Colombia will announce which Bonds tendered on the previous day have been accepted, whether any proration of such Bonds has occurred and whether the Offer has expired, effective as of 4:00 p.m., New York City time, on the previous day, as a result of tenders representing at least the Maximum Purchase Amount of Bonds having been tendered and accepted. Accordingly, holders should be aware that the Offer may expire as early as 4:00 p.m., New York City time, on Wednesday, January 11, 2012, and, in such case, the Bonds tendered on Wednesday, January 11, 2012 will be the only Bonds accepted in the Offer. "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

You may tender your Bonds through one of the Dealer Managers only (although neither Dealer Manager will be under any obligation to receive your request to tender and may impose additional conditions before doing so).  After tendering through one of the Dealer Managers, you will receive a confirmation e-mail, which includes your reference code.  Upon receipt of this e-mail, and assuming the information verifying your tender is correct, you must submit all your tendered Bonds through the Euroclear or Clearstream clearing systems no later than the close of business on January 18, 2012, and accordingly your tendered Bonds must be held in those clearing systems by that time. Holders will not have withdrawal rights with respect to the Offer.

Colombia reserves the right, in its sole discretion, not to accept any tenders for any reason.  Colombia is making the Offer only in those jurisdictions where it is legal to do so. 

Colombia has retained HSBC and J.P. Morgan to act as dealer managers for the Offer.  Questions regarding the Offer may be directed to HSBC at 888-HSBC-4LM (toll free) or +1-212-525-5552 or +44-20-7991-5874, and J.P. Morgan at 1-866-846-2874 (toll free) or +1-212-834-5402.

Requests for the Offer to Purchase should be directed to the Information Agent, Global Bondholder Services Corporation, at 1-866-804-2200 (toll free) or +1 212-430-3774.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referenced in this communication in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

United Kingdom:  This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (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.

SOURCE Republic of Colombia