BUENOS AIRES, Argentina, Sept. 25, 2014 /PRNewswire/ -- Further to its announcement of 11 September 2014, CLISA - COMPANIA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A. ("CLISA") hereby announces certain amendments to the terms and conditions of the Exchange Offer and the terms and conditions of the New Notes.
Terms and Conditions of the Exchange Offer
The consideration for Existing Notes exchanged for New Notes on or prior to the Early Acceptance Time and Early Acceptance Date has been extended to the Final Acceptance Date. Accordingly, the definitions of Early Acceptance Time and Early Acceptance Date and any references to such terms in the Exchange Offer Memorandum shall be deemed deleted.
The amount in cash to be paid by CLISA to a Holder on the Settlement Date for any Existing Notes that are offered for exchange on or prior to the Expiration Time on the Expiration Date has been increased to U.S.$50 for each U.S.$1,000 principal amount of Existing Notes. Accordingly, the definition of Cash Amount shall be deemed amended as follows:
"In respect of Existing Notes validly submitted for exchange on or prior to the Expiration Time on the Expiration Date and accepted by CLISA, U.S.$50 for each U.S.$1,000 principal amount of Existing Notes."
The deadline to receive an Electronic Withdrawal Notice in respect of the Exchange Offer has been extended to the Final Acceptance Date and the definition of Withdrawal Deadline as set out in the Exchange Offer Memorandum shall be deemed amended accordingly.
In addition, CLISA shall have the right to extend the Exchange Offer for a period of up to 10 Business Days following the Expiration Date without granting withdrawal rights at one time only.
All references to the terms of the Exchange Offer, the Cash Amount, the Early Acceptance Date, the Early Acceptance Time and the Withdrawal Deadline as set out in the Exchange Offer Memorandum and the Pricing Supplement shall be deemed to be amended accordingly.
Terms and Conditions of the New Notes
The New Notes will mature in October 2019 and will be callable at the option of the Issuer on any Business Day falling on or after the third anniversary of the Issue Date of the New Notes at the following amounts: (i) on or after the third anniversary of the Issue Date until the date falling prior to the fourth anniversary of the Issue Date, U.S.$1,057.50 per Note of U.S.$1,000; and (ii) on or after the fourth anniversary of the Issue Date, U.S.$1,028.75 per Note of U.S.$1,000.
All references to the Maturity Date of the New Notes and any call option in the Exchange Offer Memorandum (including the form of Pricing Supplement) shall be deemed to be amended accordingly.
The Exchange Offer is being conducted by CLISA upon the terms and subject to the conditions set forth in a confidential exchange offer memorandum dated September 10, 2014 (the "Exchange Offer Memorandum"), as amended hereby. Capitalised terms used and not otherwise defined in this announcement have the meanings given to such terms in the Exchange Offer Memorandum. Other than as described above, all other terms, provisions and conditions of the Exchange Offer remain unchanged and in full force and effect. A revised Pricing Supplement reflecting the changes to the terms and conditions of the New Notes (as set out above) is available at the following website: http://www.king-worldwide.com/clisa.
D.F. King (Europe) Limited, Inc. is serving as information agent and exchange agent for the Exchange Offer. Requests for the Exchange Offer Memorandum and any related documents may be directed to the information agent at 48 Wall Street, 22nd Floor, New York, NY 10005 at +1 (212) 269-5550 or at Citypoint, 1 Ropemaker Street, 11th Floor, London EC2Y 9AW at +44 (20) 7920 9700 or may be obtained from the following website: http://www.king-worldwide.com/clisa.
Only holders who are not U.S. persons (as defined in Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act")) are authorized to participate in the Exchange Offer. The Exchange Offer is not being made in or into, the United States. The Exchange Offer Memorandum may only be distributed to persons who are not U.S. persons (as defined in Regulation S) and to persons to whom it is otherwise lawful to send the Exchange Offer Memorandum, including a dealer or other professional fiduciary organised in the United States holding a discretionary or similar account for the benefit of a person who is not U.S. person (as defined in Regulation S).
Neither this press release nor the Exchange Offer Memorandum is an offer of securities for sale in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, U.S. persons (as defined in Regulation S).
Any offer or sale of the New Notes made to holders of the Existing Notes which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (the "Prospectus Directive") will be addressed to holders (i) which are qualified investors as defined in the Prospectus Directive or (ii) which agree to acquire the New Notes for a total consideration equivalent to at least €100,000 per investor. Any such holder, not being a qualified investor, that does not agree to acquire such amount will not be able to participate in the Exchange Offer.
Neither the communication of this announcement nor any other materials relating to the Exchange Offer is being made, and this announcement has not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement is only being communicated to, and any other documents or materials relating to the Exchange Offer are only being distributed to and are 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 entities, 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 will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.