LIMA, Peru, May 5, 2016 /PRNewswire/ -- Camposol S.A.
(the "Company"), announced today that it will pay to all Eligible
Holders that tender their 9.875% Senior Notes due 2017 (the
"Existing Notes") and do not validly withdraw their Existing Notes
prior to midnight on May 19, 2016
(the "Revised Expiration Date"), in the context of its previously
announced offer to exchange Existing Notes for New Notes (the
"Exchange Offer"), a participation fee payable in cash at closing
(the "Participation Fee") equal to 1.00% of the principal amount of
the Existing Notes tendered and accepted for exchange in the
Exchange Offer. The Participation Fee will be paid to all Eligible
Holders who have previously tendered their Existing Notes and any
additional Eligible Holders who tender their Existing Notes prior
to the Revised Expiration Date. The Participation Fee will be in
addition to the 0.25% processing fee payable to individual Eligible
Holders tendering Existing Notes in a principal amount of
US$500,000 or less.
Camposol also announced that it has extended the Expiration Date
for the Exchange Offer from May 6,
2016 to the Revised Expiration Date. This extension is
required by the provisions of Rule 14e-1 of the U.S. Exchange Act
which subjects any exchange offer that provides for a change in the
offering consideration to be extended by not less than ten business
days.
Camposol has prepared a Supplement dated the date hereof (the
"Supplement") to the Exchange Offer Memorandum dated April 11, 2016 (the "Exchange Offer Memorandum").
The Supplement, among other things, includes preliminary financial
information of the Company for the three months ended March 31, 2016 and 2015, prepared based on
internal management accounts, which information has not been
audited nor subject to a limited review by Camposol's external
auditors.
The Exchange Offer was made pursuant to the terms and remains
subject to satisfaction of the conditions set forth in the Exchange
Offer Memorandum, as supplemented by the Supplement. As of the date
of this press release, a total of 63.07% in principal amount of the
Existing Notes outstanding have been tendered by Eligible Holders.
The Participation Fee will only be payable by the Company if the
conditions to the Exchange Offer set forth in the Exchange Offer
Memorandum, as supplemented by the Supplement, are satisfied or if
the Company waives such conditions and proceeds to settlement of
the Exchange Offer. The Participation Fee will only be paid to
Eligible Holders who effectively tender their Eligible Notes in the
Exchange Offer.
Except as stated above, all terms and conditions of the Exchange
Offer Memorandum as stated in the Exchange Offer Memorandum, as
supplemented by the Supplement remain the same.
Consummation of the Exchange Offer is conditioned upon the valid
tender, without subsequent withdrawal, of at least 95% of the
aggregate principal amount outstanding of the Existing Notes.
Subsequent to confirmation of the Exchange Offer, collateral that
will secure the Existing Notes that remain outstanding and the New
Notes issued in the Exchange Offer, will be perfected pursuant to
the terms of a Peruvian Trust Agreement governed by Peruvian law
that will be entered into by the Company and the Peruvian Trustee
and Collateral Agent for the benefit of all holders of both
Existing Notes and New Notes outstanding. The Company will
have the right, in its sole discretion, to waive any conditions to
the Exchange Offer. The Company will also have the right to
terminate or withdraw the Exchange Offer and extend the Expiration
Date in its sole discretion, subject to applicable law.
The Exchange Offer and the New Notes have not been and will not
be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). As a result, holders within the United States or who are U.S. persons will
be eligible to participate in the Exchange Offer only if they are
"qualified institutional buyers" ("QIBs") as defined in Rule 144A
under the Securities Act ("Rule 144A"). Offers and issuances of the
New Notes to non U.S. persons outside the
United States will be made in offshore transactions in
reliance on Regulation S under the Securities Act ("Regulation
S").
The Company has engaged D.F. King
& Co., Inc. to act as Information and Exchange Agent, in
connection with the Exchange Offer.
The Exchange Offer is being made only to holders who have
properly completed, executed and delivered to the Information and
Exchange Agent an eligibility letter or a certification, whereby
such holder has represented or will represent to the Company that
they are either (i) a "qualified institutional buyer," or "QIB," as
defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act") and under applicable state securities laws;
or (ii) a "non-U.S. Person" (as defined in Regulation S under the
Securities Act), and if such holder is in any member state of the
European Economic Area which has implemented Directive 2003/71/EC
(the "Prospectus Directive," which term includes amendments
thereto, including Directive 2010/73/EU), a "qualified investor"
(as defined in the Prospectus Directive) and, in each case, that it
may lawfully participate in the Exchange Offer in accordance with
the laws of the jurisdiction in which it is located.
Informational documents relating to the Exchange Offer,
including but not limited to the Exchange Offer Memorandum and the
Supplement, will only be distributed to eligible investors who
submit the eligibility letter or certification described above. If
you would like to submit the eligibility letter or certification,
please log into the website www.dfking.com/camposol. Alternatively,
please contact the Information and Exchange Agent D.F. King & Co., Inc., Attn: Peter Aymar, at 48 Wall Street, 22nd Floor,
New York, NY 10005, telephone
number: (800) 821-2794 (toll-free), (212) 269-5550 (collect) or
email camposol@dfking.com. Requests for documentation should be
directed to the Information and Exchange Agent.
Beneficial owners of Existing Notes should carefully read the
Exchange Offer Memorandum, as supplemented by the Supplement,
regarding the relevant procedures and timing to tender their
Existing Notes. This announcement must be read in conjunction with
the Exchange Offer Memorandum, as supplemented by the
Supplement.
This press release is neither an offer to purchase nor the
solicitation of an offer to sell OR EXCHANGE any of the securities
described herein in the United
States or in any other jurisdiction where such offer is
prohibited, and such securities may not be offered, sold OR
EXCHANGED in the United States
absent registration or an exemption from registration under the
Securities Act. THE COMPANY does not intend to register any NEW
NOTES in the United States or to
conduct a public offering of such securities in any
jurisdiction. The exchange offer is made solely pursuant to
the EXCHANGE OFFER memorandum dated APRIL
11, 2016, as supplemented by THE SUPPLEMENT DATED
MAY 5, 2016.
The Exchange Offer is being made solely pursuant to the Exchange
Offer Memorandum, as supplemented by the Supplement, and only to
such persons and in such jurisdictions as are permitted under
applicable law.
None of the Company, the Dealer Managers or the Information and
Exchange Agent makes any recommendation as to whether holders of
Existing Notes should tender Existing Notes or participate in the
Exchange 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. The Company assumes no obligation to update or
correct the information contained in this announcement.
This communication is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii) 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 companies, and other persons to
whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The New Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such New Notes 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.
About Camposol
Camposol is the leading agro industrial company in Peru, the first producer of avocados and soon
the first producer of blueberries in the world. It is involved in
the harvest, processing and marketing of high quality agricultural
products such as avocados, asparagus, blueberries, grapes, mangos,
tangerines and shrimp; which are exported to Europe, the United
States and Asia. Camposol
is a vertically integrated company located in Peru, offering fresh and frozen products. It
is the third largest employer of the country, with more than 13,000
workers in high season, and is committed to support sustainable
development through social responsibility policies and projects
aimed to increase the shared-value for all of its stakeholders.
Camposol was the first Peruvian agro industrial company to present
annual audited Sustainability Reports and has achieved the
following international certifications: BSCI, Global Gap, IFS,
HACCP and BRC among others.
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SOURCE Camposol S.A.