BUENOS AIRES, Argentina, Sept. 12, 2014 /PRNewswire/ -- CLISA - COMPANIA LATINOAMERICANA DE INFRAESTRUCTURA & SERVICIOS S.A. ("CLISA") announced today that it has commenced an offer to exchange (the "Exchange Offer") any and all of the outstanding 9.5% notes due 2016 (ISIN: XS0570044874) (the "Existing Notes") for newly issued 11.5% notes due 2017 (the "New Notes").
The Exchange Offer will expire at 17:00 hours (Central European Time) on 9 October 2014, unless extended by us (the "Expiration Date"). In order to be eligible to receive the Early Exchange Consideration (as defined below), holders of Existing Notes must validly tender and must not validly withdraw their Existing Notes prior to or at 17:00 hours (Central European Time) on 25 September 2014, unless extended by us (the "Early Acceptance Date"). Holders of Existing Notes who validly tender their Existing Notes after the Early Acceptance Date but on or prior to the Expiration Date will be eligible to receive the Exchange Consideration (as defined below) only.
Eligible holders that validly tender Existing Notes at or prior to the Early Acceptance Date and do not validly withdraw, will receive US$40 in cash and US$1,000 principal amount of New Notes (the "Early Exchange Consideration") in addition to accrued and unpaid interest in cash for each US$1,000 principal amount of Existing Notes validly tendered and accepted. Eligible holders that validly tender Existing Notes after the Early Acceptance Date but on or prior to the Expiration Date will be eligible to receive only the exchange consideration of US$10 in cash and US$1,000 principal amount of New Notes (the "Exchange Consideration") in addition to accrued and unpaid interest in cash for each US$1,000 principal amount of Existing Notes validly tendered and accepted.
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"). 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 of America. 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.