Republic of Peru

LIMA, Peru, March 19, 2015 /PRNewswire/ -- The Republic of Peru ("Peru") announced today an offer (the "Offer") to purchase for cash (i) sovereign bonds or bonos soberanos (the "Bonos Soberanos"), including Bonos Soberanos in the form of Global Depositary Notes ("GDNs"), and (ii) global bonds (the "Global Bonds"), in each case as set forth in the table below (the "Bonds") in an aggregate principal amount to be determined by Peru, in its sole discretion (the "Maximum Purchase Amount").

The Offer is made subject to the terms and conditions set forth in the offer to purchase dated the date hereof (the "Offer Document"), including the pricing of Peru's 6.95% Bonos Soberanos due 2031 (the "New Bonds") in an amount acceptable to Peru. The New Bonds will be a further issuance of, and will be consolidated, to form a single series, and be fungible with Peru's outstanding 6.95% Bonos Soberanos due 2031. Peru expects to announce the Maximum Purchase Amount including the Aggregate Purchase Amount of Preferred Tenders and Non-Preferred Tenders (as such terms are defined in the Offer Document) of each series of the Bonds that have been accepted and whether such series will be subject to any proration at 9:00 a.m., New York City time, on Friday, March 20, 2015. The Offer is not conditioned on any minimum participation by any series of Bonds. The aggregate principal amount of eligible Global Bonds and Bonos Soberanos (including in the form of GDNs) outstanding as of March 18, 2015 was U.S.$3,352,942,000 and S/.10,813,129,000, respectively.

The maximum aggregate principal amount of the 7.84% Bonos Soberanos due 2020 that Peru will purchase is S/. 2,427,234,000, or 37.76% of the current aggregate principal amount outstanding. The maximum aggregate principal amount of the 7.35% Global Bonds due 2025 that Peru will purchase is 30% of the current aggregate principal amount outstanding, or U.S.$675,000,000.

The price paid per U.S.$1,000 or S/.1,000, as applicable, principal amount for each series of Bonds tendered by eligible holders and accepted pursuant to the Offer (the "Purchase Price") is set forth in the table below.  Eligible holders will also receive an amount in cash equal to any accrued and unpaid interest on their Bonds up to (but excluding) Wednesday, March 25, 2015 (the "Settlement Date").  Payment will be made on the Settlement Date in U.S. Dollars or Nuevos Soles, as applicable, as further described herein.

⁽¹⁾     These amounts may include Bonds held by institutions and companies controlled by the Peruvian Government that have not been cancelled.

⁽²⁾     Per S/.1,000 and U.S.$1,000, as applicable, principal amount of the Bonos Soberanos and Global Bonds, respectively, tendered and accepted for purchase.  Holders will also receive accrued and unpaid interest on the Bonds tendered and accepted for purchase, up to (but excluding) the Settlement Date.  Holders of Bonos Soberanos will be paid in Nuevos Soles and holders of Global Bonds and GDNs will be paid in U.S. dollars.

⁽³⁾     Includes the 9.91% Bonos Soberanos due 2015 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Deutsche Bank Securities Inc. on behalf of Peru.

⁽⁴⁾     Includes the 8.60% Bonos Soberanos due 2017 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Deutsche Bank Securities Inc. on behalf of Peru.

⁽⁵⁾     Includes the 7.84% Bonos Soberanos due 2020 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Deutsche Bank Securities Inc. on behalf of Peru.

⁽⁶⁾        Includes the 6.0% Bonos Soberanos due 2029 in the form of GDNs, issued by Citibank N.A., as the depositary, which, if accepted for purchase pursuant to the Offer, will be settled by Deutsche Bank Securities Inc. on behalf of Peru.

The Purchase Price for Bonos Soberanos in the form of GDNs has been calculated by converting nuevos soles to U.S. dollars at a rate of S./ 3.0990 to U.S.$1.00, which was the average between the bid price (compra) and the offer price (venta) of the exchange rate published by the Superintendencia de Banca, Seguros y AFP on its web site (http://www.sbs.gob.pe) on March 18, 2015, as adjusted for four decimals.

Tenders may be subject to proration. Tenders made by holders who submit an Indication of Interest (as defined in the Offer Document) to subscribe for New Bonds in the offering thereof will have preference.

Holders of Bonos Soberanos may tender Bonds through BBVA Banco Continental, and if you do not have an account with BBVA Banco Continental, through another dealer manager. Holders of GDNs may tender Bonds through Deutsche Bank Securities Inc. and if you do not have an account with Deutsche Bank Securities Inc., through another dealer manager. Holders of Global Bonds may tender Bonds through Morgan Stanley & Co. LLC, and if you do not have an account with Morgan Stanley & Co. LLC, through another dealer manager. BBVA Banco Continental, as the Peruvian billing and delivery bank, Deutsche Bank Securities Inc., as the GDN billing and delivery bank, and Morgan Stanley & Co. LLC, as the Global Bonds billing and delivery bank will consolidate all tenders and accept Bonds for purchase on behalf of Peru. Holders will NOT be able to submit tenders through the systems of Euroclear, Clearstream, the Depository Trust Company ("DTC") or through CAVALI.  Bonds accepted for purchase will be settled on a delivery versus payment basis on the Settlement Date, in accordance with customary brokerage practices for corporate fixed income securities.

Global Bonds or GDNs held through DTC must be delivered for settlement no later than 3:00 p.m., New York City time, on the Settlement Date. Bonos Soberanos registered with CAVALI, may not be tendered through CAVALI.  Holders must submit tenders and deliver the Bonos Soberanos in accordance with customary brokerage practices in Peru, to BBVA Banco Continental.  Failure to deliver Bonds on time may result in the cancellation of the tender or a buy-in notice executed in accordance with customary brokerage practices for corporate fixed income securities. 

Holders of the Bonds will not have withdrawal rights with respect to the Offer.

The Offer is subject to Peru's right, at its sole discretion and subject to applicable law to extend, terminate, withdraw, or amend the Offer at any time. Each of Peru and the billing and delivery banks and the Dealer Managers (as defined below) reserve the right, in the sole discretion of each of them, to not accept tenders for any reason.

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 Offer is made solely pursuant to the Offer Document dated the date hereof.

This announcement must be read in conjunction with the Offer Document. This announcement and the Offer Document contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bond holder 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 Bond holders should tender Bonds in the Offer or participate in the 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 Republic of Peru

Related Links

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