Republic of Peru Announces Tender Offer

LIMA, Peru, Sept. 28, 2016 /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").  BBVA, BofA Merrill Lynch and HSBC will serve as the Dealer Managers (as defined below) for the Offering.  BBVA Banco Continental and BofA Merrill Lynch are acting as Local and International Billing and Delivering Banks, respectively (the "Billing and Delivering Banks").

The Offer is made subject to the terms and conditions set forth in the offer to purchase dated September 28, 2016 (the "Offer Document"), including the pricing of a new issuance of Peru's Bonos Soberanos due 2028 (the "New Bonds") in an amount acceptable to Peru.  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 September 29, 2016.  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 September 27, 2016 was U.S.$6,148,081,000 and S/22,660,035,000, respectively.

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) October 5, 2016 (the "Settlement Date").  Payment will be made on the Settlement Date in U.S. Dollars or Soles, as applicable, as further described herein.

The Purchase Price for Bonos Soberanos in the form of GDNs has been calculated by converting soles to U.S. dollars at a rate of S/ 3.370 to U.S.$1.00, which was the average of the bid price (compra) and the offer price (venta) of the exchange rate published by the Superintendencia de Banca, Seguros y AFP on its website (http://www.sbs.gob.pe) on September 27, 2016, as adjusted for three 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 only through BBVA Banco Continental, as Local Billing and Delivering Bank.  Holders of GDNs or Global Bonds may tender Bonds only through BofA Merrill Lynch, as International Billing and Delivering Bank and if such holders do not have accounts with either BBVA Banco Continental or BofA Merrill Lynch, through another Dealer Manager.  Holders who not have an account with a Dealer Manager, and desire to tender Bonds, may do so through their broker, dealer, commercial bank, trust company, other financial institution or other custodian, that they customarily use.  Such broker must contact one of the Dealer Managers at its phone number listed herein.  Tenders must only be submitted to one Dealer Manager. Tenders may NOT be submitted through Euroclear, Clearstream, the Depository Trust Company ("DTC") systems or CAVALI S.A. ICLV ("CAVALI").

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 Peru's sole discretion, in any of the following (i) cancellation of such tenders and in such holders becoming liable for any damages resulting from that failure, and/or (ii) delivery of a buy-in notice for the purchase of such Bonds, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, cancellation of such tenders and in such holders remaining obligated to purchase such allocations of New  Bonds in respect of such related Indications of Interest.

BBVA Banco Continental, as the Local Billing and Delivering Bank and BofA Merrill Lynch, as the International Billing and Delivering Bank, will consolidate all tenders and accept Bonds for purchase on behalf of Peru.  Bonds accepted for purchase will be settled on a delivery versus payment basis with the Billing and Delivering Banks on the Settlement Date, 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, the Billing and Delivering Banks and the Dealer Managers reserve the right, in the sole discretion of each of them, to not accept tenders for any reason.

To request offering materials, please contact the Information Agent:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Attention: Peter Aymar 
e-mail:  [email protected]

In the United States:
Banks and Brokers Call:  (888) 542-7446
All Others Call:  (212) 269-5550
In London:  125 Wood Street
London EC2V 7NQ Tel:  +44 (0) 207 920 9700
website:  www.dfking.com/republicofperu 

The Dealer Managers for the Offer are:

In the United States

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