Camposol S.A. Announces Results and Extension of Early Tender for Private Debt Exchange Offer
(Thomson Reuters ONE) -
Camposol S.A. (the "Company"), announced on April 25(th) that it is extending
the Early Tender Date [NTD: Initial Early Tender Date not used] for its
previously announced offer to exchange (the "Exchange Offer") any and all of its
outstanding 9.875% Senior Notes due 2017 (the "Existing Notes") for 10.50%
Senior Secured Notes due 2021 (the "New Notes"), pursuant to the terms and
subject to the conditions set forth in the Company's Exchange Offer Memorandum
dated April 11, 2016 (the "Exchange Offer Memorandum").
The Early Tender Date has been extended to midnight, New York City time, on May
6, 2016 (as so extended, the "Extended Early Tender Date"), unless further
extended. Except for the establishment of the Extended Early Tender Date, all
of the terms and conditions of the Exchange Offer set forth in the Exchange
Offer Memorandum remain unchanged. As a result, Eligible Holders who validly
tender their Existing Notes on or prior to midnight, New York City time, on the
Extended Early Tender Date will receive US$1.00 in principal amount of New Notes
for each US$1.00 in principal amount of Existing Notes accepted for exchange.
The Company also announced that, as of midnight, New York City time on April
22, 2016, US$125,865,000 principal amount of the Existing Notes, representing
62.93% of the total principal amount of Existing Notes outstanding, had been
validly tendered in the Exchange Offer and not withdrawn.
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 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 Extended Early Tender Date and/or 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, 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(at)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 regarding the relevant procedures and timing to tender their Existing
Notes. This announcement must be read in conjunction with the Exchange Offer
Memorandum.
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.
The Exchange Offer is being made solely pursuant to the Exchange Offer
Memorandum, 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 avocadoes, asparagus, blueberries, grapes, mangos, tangerines and
shrimp; which are exported to Europe, the United States of America 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 thousand 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.
To learn more about CAMPOSOL please visit: www.camposol.com.pe.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Camposol Holding Limited via GlobeNewswire
[HUG#2007625]
Unternehmensinformation / Kurzprofil:
Datum: 27.04.2016 - 21:08 Uhr
Sprache: Deutsch
News-ID 467065
Anzahl Zeichen: 9573
contact information:
Town:
Lima 13
Kategorie:
Business News
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"Camposol S.A. Announces Results and Extension of Early Tender for Private Debt Exchange Offer"
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