Republic of Peru Announces Exchange Consideration

LIMA, Peru, May 31, 2023 /PRNewswire/ -- The Republic of Peru ("Peru") announced earlier today the commencement of offers to (i) exchange certain of Peru's outstanding sovereign bonds or bonos soberanos (the "Existing Bonos Soberanos"), including bonos soberanos in the form of Global Depositary Notes (each a "GDN") previously issued by Citibank, N.A., as depositary (the "Existing GDNs" together with the Existing Bonos Soberanos, the "Existing Bonds") for a new series of Sol-Denominated sovereign bonds or bonos soberanos due 2033 (the "New Bonos Soberanos") (including new GDNs (the "New GDNs" together with the New Bonos Soberanos, the "New Bonds")) (collectively, the "Exchange Offers" and each an "Exchange Offer") and/or (ii) purchase for cash the Existing Bonds (collectively, the "Cash Tender Offers", and each a "Cash Tender Offer"). The Exchange Offers and Cash Tender Offers are referred to collectively herein as the "Offers" and are being conducted upon terms and subject to certain conditions set forth in the Exchange and Tender Offering Memorandum dated May 31, 2023.

Peru has now priced the New Bonds being concurrently offered for cash, and accordingly, pursuant to the Exchange and Tender Offering Memorandum, Peru hereby announces the exchange consideration (the "Exchange Consideration") and coupon for the New Bonds in the Exchange Offers. The Exchange Consideration offered for each S/1,000 principal amount of Existing Bonds in the Exchange Offers is provided in the table below, along with the previously announced price payable per S/1,000 principal amount for each series of Existing Bonds in the Cash Tender Offers (the "Purchase Price"). The coupon for the New Bonds is 7.300%.

The Exchange Consideration for each series of Existing Bonds was determined by dividing the Purchase Price for the applicable series of Existing Bonos Soberanos by the issue price of the New Bonos Soberanos being concurrently offered for cash, which was 99.7631%.

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

The New Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Accordingly, the Offers will only be directed, and copies of the offering documents will only be made available, to a holder of the Existing Bonds who has certified its status as (1) a "qualified institutional buyer" in reliance on Rule 144A under the Securities Act or (2) outside of the United States of America non-U.S persons in offshore transactions in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Rule 144A and Regulation S under the Securities Act.

Only holders who have properly completed and submitted the Eligibility Certification are authorized to receive and review the Exchange and Tender Offering Memorandum. Holders may obtain the Eligibility Certification by contacting the Tender, Exchange and Information Agent per its contact details below.

The materials relating to the Offers 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.

FURTHER INFORMATION

The Tender, Exchange and Information Agent for the Offers is:

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: (855) 654-2014
Email: [email protected] 
https://gbsc-usa.com/eligibility/peru

The Peruvian Market Maker for the Offers is:

Banco Santander Perú S.A.
Av. Rivera Navarrete 475 Piso 14,
San Isidro, Lima, Perú
Email: [email protected]

The Issuer for the Offers is:

Ministerio de Economía y Finanzas del Perú
Jr. Junín No. 319
Lima, Perú
Email: [email protected] 

DISCLAIMER

The Exchange and Tender Offering Memorandum is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Exchange and Tender Offering Memorandum. Persons into whose possession any Exchange and Tender Offering Memorandum comes are required by Peru, the Dealer Managers and the Tender, Exchange and 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 Offers are made solely pursuant to the Exchange and Tender Offering Memorandum dated the date hereof.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.  THE NEW BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE NEW BONDS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. 

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 is to be engaged in only with relevant persons.

This announcement must be read in conjunction with the Exchange and Tender Offering Memorandum. This announcement and the Exchange and Tender Offering Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any holder of Existing Bonos Soberanos 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 Tender, Exchange and Information Agent makes any recommendation as to whether holders of Existing Bonds should tender Existing Bonds or participate in the Offers.

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