Republic of Peru Announces Stand-Alone Tender for Existing Bonds and Issuance of New Bonds

LIMA, Peru, June 18, 2024 /PRNewswire/ -- The Republic of Peru ("Peru") announced today the commencement of offers to purchase for cash (the "Tender Offers") its outstanding 7.350% U.S. Dollar-Denominated Global Bonds due 2025, 2.392% U.S. Dollar-Denominated Global Bonds due 2026, 4.125% U.S. Dollar-Denominated Global Bonds due 2027, 2.844% U.S. Dollar-Denominated Global Bonds due 2030, 2.783% U.S. Dollar-Denominated Global Bonds due 2031 (collectively, the "Old USD Bonds"),  2.750% Euro-Denominated Global Bonds due 2026 and 3.750% Euro-Denominated Global Bonds due 2030 (the "Old Euro Bonds" and, together with the Old USD Bonds, the "Old Bonds"), as provided in the table below, in an aggregate amount based on a maximum aggregate purchase price that will be determined by Peru in its sole discretion (the "Maximum Purchase Amount") on the terms and subject to the conditions set forth in the offer to purchase (the "Tender Offer Document").

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

⁽²⁾    Per €1,000 principal amount of Old Euro Bonds validly tendered and accepted for purchase.

⁽³⁾    Per U.S.$1,000 principal amount of Old USD Bonds validly tendered and accepted for purchase.

The Tender Offers will be subject to the terms and conditions set forth in the Tender Offer Document, including the pricing and closing of a new notes offering, in a principal amount and on terms and conditions acceptable to Peru.

Peru also commenced a separate offer to (i) exchange Peru's outstanding 5.700% Bonos Soberanos due 2024, 5.700% Global Depositary Notes ("GDNs") due 2024, 8.200% Bonos Soberanos due 2026, 8.200% GDNs due 2026, 6.350% Bonos Soberanos due 2028, 6.350% GDNs due 2028, 5.940% Bonos Soberanos due 2029 and 5.940% GDNs due 2029 (the "Existing Bonds") for a new series of Sol-denominated sovereign bonds or bonos soberanos or (ii) purchase for cash the Existing Bonds on the terms and subject to the conditions set forth in the exchange and tender offering memorandum dated June 18, 2024 (the "Offering Memorandum"). To request offering materials relating to such offer, please contact Global Bondholder Services Corporation (the "Information Agent"), whose information is listed below.

The price payable per U.S.$1,000 principal amount for each series of Old USD Bonds, and the price payable per €1,000 principal amount for each series of Old Euro Bonds, in each case, that are tendered by holders and accepted pursuant to the Tender Offers (the "Purchase Price") during the tender period, are provided in the table above.

Holders whose Old Bonds are validly tendered and accepted for purchase pursuant to the Tender Offers will also receive an amount in cash equal to any accrued and unpaid interest ("Accrued Interest") on their Old Bonds up to (but excluding) the Settlement Date (as defined below).

THE TENDER OFFERS WILL COMMENCE AT OR AROUND 8:00 A.M., NEW YORK CITY TIME, ON JUNE 18, 2024, UNLESS EXTENDED OR EARLIER TERMINATED. THE TENDER OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 25, 2024 (THE "EXPIRATION DATE").

The Tender Offers are not conditioned upon any minimum participation of any series of Old Bonds. Peru reserves the right, in its sole discretion, to prorate one or more series of Old Bonds and may subject each series of Old Bonds to different proration factors, or not to accept any, some, or all Tender Offers, or to modify the Purchase Price for any, some, or all series of Old Bonds upon the terms and conditions described in the Tender Offer Document, or to terminate all or some of the Tender Offers for any reason. The Maximum Purchase Amount as of a given time shall be the amount determined by Peru in its sole discretion prior to the Settlement Date.

Old Bonds tendered pursuant to the Tender Offers may only be withdrawn prior to the Withdrawal Date (which is June 25, 2024), but not thereafter.

Payment for Old Bonds accepted for purchase shall be made on a date promptly following the Expiration Date (the "Settlement Date") by Peru depositing or causing the deposit of the Purchase Price and of Accrued Interest, in each case, for all accepted Old Bonds in immediately available funds with The Depositary Trust Company ("DTC") (in the case of Old USD Bonds) or with Euroclear or Clearstream (in the case of Old EUR Bonds), which will act as agents for tendering Holders for the purpose of receiving the applicable Purchase Price, plus Accrued Interest, and transmitting such Purchase Price (and Accrued Interest) to such Holders.

Holders of Old USD Bonds must arrange for a direct participant in DTC to submit their tender offer to DTC through DTC's Automated Tender Offer Program ("ATOP") and follow the procedure for book-entry transfer set forth in the Tender Offer Document. DTC has confirmed that the tenders of Old USD Bonds are eligible for ATOP. Accordingly, a DTC participant whose name appears on a security position listing as the holder of the relevant Old USD Bonds must electronically tender its Old USD Bonds, causing DTC to transfer the Old USD Bonds in the participant's account to the Information Agent's ATOP account at DTC in accordance with DTC's ATOP procedures for such a transfer. DTC will then send an agent's message to the Information Agent prior to the Expiration Date.

Holders whose Old USD Bonds are held through Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, S.A. ("Clearstream") must provide instructions for the use of ATOP and observe their applicable deadlines.

Holders of Old EUR Bonds must arrange for a direct participant in Euroclear or Clearstream, as the case may be, to deliver their tender offer, which includes "blocking" instructions (as defined in the Tender Offer Document), to Euroclear or Clearstream in accordance with the procedures and deadlines specified by Euroclear or Clearstream prior to the Expiration Date.

Holders whose Old Bonds are held through a custodian may not submit a tender directly and should contact that custodian to tender on their behalf.

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

For copies of the Tender Offer Document, contact the Information Agent for the Tender Offers as follows:

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://www.gbsc-usa.com/Peru

DISCLAIMER

The Tender 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 Tender Offer Document. Persons into whose possession any materials come 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 Offers are made solely pursuant to the Tender Offer Document dated the date hereof.

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 applicable Tender Offer Document relating to the New Bond Offering. This announcement and the Tender Offer Document contain important information which should be read carefully before any decision is made with respect to any Tender Offer. If any holder of Old 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 Old Bonds should tender Old Bonds or participate in the Tender 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.

Republic of Peru Contact
Guadalupe Pizarro
+511 311 5934
[email protected]

SOURCE Republic of Peru