Lima, May 20, 2016 - Camposol S.A. (the "Company") announced today the results of its offer to exchange Existing Notes for New Notes announced on April 11, 2016 (the "Exchange Offer"). The Company received tenders from 73.77% of holders of Existing Notes, representing US$147,542,000, of the aggregate US$200,000,000 principal amount of notes outstanding. A total of US$52,458,000 principal amount of Existing Notes has not been tendered in the Exchange Offer.
The Company also confirmed that it intends to waive the previously announced minimum tender condition of 95% (the "Minimum Tender Condition") and that it intends to settle the Exchange Offer at the current participation level.
The Company further announced that it will extend the expiration date of the Exchange Offer to midnight, New York City time, on May 24, 2016 (the "Extended Expiration Date"). Holders of Existing Notes who previously tendered their Notes in the Exchange Offer will have the right to withdraw their tenders at any time prior to midnight on the Extended Expiration Date. If tendered Existing Notes are withdrawn prior to the Extended Expiration Date and a lower percentage participates in the Exchange Offer than has been tendered through the date hereof, the Company will have to reevaluate whether it can successfully settle the Exchange Offer at such lower participation percentage. Holders of Existing Notes who have not tendered Existing Notes in the Exchange Offer prior to the date hereof may do so at any time until midnight on the Extended Expiration Date.
On the settlement date of the Exchange Offer, holders of Existing Notes who have validly tendered and not validly withdrawn their Existing Notes, will receive for each US$1.00 of Existing Notes tendered, US$1.00 of New Notes plus the payment of a Participation Fee equal to 1.00% of the principal amount of Existing Notes tendered. The New Notes will bear interest at an annual rate of 10.50% and will mature in 2021.
The Company also announced that after settlement of the Exchange Offer, it intends to contact holders of Existing Notes who have not participated in the Exchange Offer in an effort to obtain additional exchanges for New Notes. Any such additional exchanges, if accepted, would require the Company to issue additional New Notes under the New Notes indenture. In addition, the Company is seeking extensions of its existing lines of credit in an effort to address its short-term liquidity and working capital requirements.
The Company does not currently have the liquidity to pay the outstanding principal of the Existing Notes not yet tendered in the Exchange Offer at their maturity and cannot assure holders of Existing Notes or New Notes that it will be able to negotiate additional exchanges of Existing Notes and/or extensions of its existing lines of credit in an aggregate amount sufficient to do so. Consequently, it may experience significant liquidity constraints that make it impossible for the Company to comply with its payment obligations in respect of its outstanding debt, including the Existing Notes and the New Notes that will be issued at settlement of the Exchange Offer. If the Company is not able to make payments of interest or principal on its debt when due, that debt could be accelerated, which would result in a cross-default of the New Notes issued in the Exchange Offer.
The Exchange Offer was conducted pursuant to the terms and subject to the conditions contained in the Company's exchange offer memorandum dated April 11, 2016, as amended by the supplement dated May 5, 2016 (the "Exchange Offer Memorandum"). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Exchange Offer Memorandum.
Except as stated above, all terms and conditions of the Exchange Offer Memorandum as stated in the Exchange Offer Memorandum, as supplemented by this press release dated May 20, 2016, remain the same.
Consummation of the Exchange Offer is conditioned upon the valid tender, without subsequent withdrawal, of at least 73.77% 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 has 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 to 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 firstname.lastname@example.org. 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.
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 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.