LIMA, Peru, Nov. 26, 2018 /PRNewswire/ -- Cementos Pacasmayo S.A.A. (CPAC), a sociedad anónima abierta incorporated under the laws of the Republic of Peru ("Cementos Pacasmayo" or the "Company"), hereby announces the commencement of its offer to purchase (the "Tender Offer") for cash up to U.S.$150,000,000 aggregate principal amount (subject to increase by Cementos Pacasmayo, the "Maximum Tender Amount") of its outstanding 4.50% Senior Notes due 2023 (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated November 26, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated November 26, 2018 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").
The following table sets forth certain terms of the Tender Offer:
Per U.S.$1,000 Principal
Title of Notes
CUSIP and ISIN
4.50% Senior Notes due
CUSIP: 15126Q AA7
Cementos Pacasmayo's acceptance for purchase of the Notes is subject to the Maximum Tender Amount. If the aggregate principal amount of Notes that are validly tendered and not validly withdrawn would exceed the Maximum Tender Amount, the amount of Notes accepted for purchase may be subject to proration with the proration factor depending on the aggregate principal amount of the Notes validly tendered. If the aggregate principal amount of Notes tendered on or prior to the Early Tender Date equals, or exceeds, the Maximum Tender Amount, holders who tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase. If the aggregate principal amount of Notes tendered on or prior to the Early Tender Date does not exceed the Maximum Tender Amount, holders who validly tender Notes after the Early Tender Date may be subject to proration, but holders who validly tender Notes on or prior to the Early Tender Date and whose Notes are accepted for purchase will not be subject to proration. Cementos Pacasmayo reserves the right, in its sole discretion, subject to applicable law, to increase the Maximum Tender Amount without extending or otherwise reinstating the withdrawal rights of Holders; however, there can be no assurance Cementos Pacasmayo will do so.
The Tender Offer will expire at 11:59 p.m. (New York City time) on December 21, 2018 (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. Holders must validly tender, and not validly withdraw, their Notes at or prior to 5:00 p.m. (New York City time) on December 7, 2018 (such date and time, as it may be extended, the "Early Tender Date") to be eligible to receive the Total Consideration (as defined herein) for such Notes. Holders must validly tender their Notes at or prior to the Expiration Date to be eligible to receive the Tender Offer Consideration (as defined herein) for such Notes. Holders who validly tender their Notes will be eligible to receive, as applicable, the Total Consideration and the Tender Offer Consideration, plus Accrued Interest (as defined herein), which will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, the Early Tender Date.
Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be U.S.$975.00 (the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the early tender premium for each U.S.$1,000 of U.S.$30.00 (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration"). Holders of Notes tendered after the Early Tender Date, but on or prior to the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, which will not include any Early Tender Premium. No tenders will be valid if submitted after the Expiration Date. All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest (and additional amounts, if any) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date ("Accrued Interest").
The Tender Offer is subject to various conditions, including a condition that Cementos Pacasmayo shall have entered into, and borrowed in Peruvian soles under, an unsecured loan financing, on terms satisfactory to the Company, providing net proceeds that are at least sufficient, after giving effect to any other applicable use of proceeds therefrom, to pay the Total Consideration and Accrued Interest for all the tendered Notes (up to the Maximum Tender Amount), plus all fees and expenses payable in connection with the Tender Offer (the "Financing Condition").
The Company may modify or terminate the Tender Offer and may extend the Early Tender Date, the Expiration Date or any payment date with respect to the Tender Offer.
If the Financing Condition is satisfied or waived prior to the Expiration Date, the Company reserves the right, in its sole discretion, at any point following the Early Tender Date and before the Expiration Date, to accept for purchase and pay for any Notes tendered on or prior to the Early Tender Date. Payment for Notes that are validly tendered by the holders and accepted for purchase by the Company but not purchased prior to the Expiration Date will be made on the final settlement date, which is anticipated to occur on the second business day after the Expiration Date.
The Tender Offer is open to all registered holders (each, individually, a "Holder" and, collectively, the "Holders") of the Notes. The Tender Offer commences on the date of the Offer to Purchase and will expire on the Expiration Date, unless extended or earlier terminated by Cementos Pacasmayo. No tenders will be valid if submitted after the Expiration Date. If a nominee holds your Notes, such nominee may have an earlier deadline for accepting the offer. You should promptly contact the nominee that holds your Notes to determine its deadline.
Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for the Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Any Notes tendered pursuant to the Tender Offer that are not accepted and purchased by Cementos Pacasmayo as a result of the operation of the proration provisions applicable to the Tender Offer shall be promptly returned to the relevant tendering Holders following the Expiration Date.
Notwithstanding any other provision of the Tender Offer, Cementos Pacasmayo's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer, is conditioned upon the satisfaction or waiver of the Financing Condition and the General Conditions (as defined in the Offer to Purchase). The conditions to the Tender Offer are for the sole benefit of Cementos Pacasmayo and may be asserted by Cementos Pacasmayo regardless of the circumstances giving rise to any such condition (including any action or inaction by Cementos Pacasmayo). Cementos Pacasmayo reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Date.
Withdrawal rights with respect to the Notes will terminate on the Early Tender Date, unless extended pursuant to applicable law. Accordingly, following the Early Tender Date, any Notes validly tendered (whether before, on or after the Early Tender Date) may no longer be validly withdrawn. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Offer to Purchase.
Subject to applicable law and the terms set forth in the Offer to Purchase, Cementos Pacasmayo reserves the right with respect to the Tender Offer to: (i) extend or otherwise amend the Early Tender Date, the Expiration Date or any payment date; (ii) increase the Maximum Tender Amount without extending or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) waive or modify in whole or in part any and all conditions to the Tender Offer; (iv) modify or terminate the Tender Offer; and (v) otherwise amend the Tender Offer in any respect. In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.
If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If Cementos Pacasmayo consummates the Tender Offer, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other risks, see "Certain Significant Considerations—The Tender Offer may adversely affect the market value, and reduce the liquidity of any trading market, of the Notes" in the Offer to Purchase.
THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.
This press release is qualified in its entirety by the Offer to Purchase and the Letter of Transmittal.
None of Cementos Pacasmayo, its board of directors, the Dealer Managers (as defined herein), the Tender and Information Agent (as defined herein) or the Trustee (as defined in the Offer to Purchase) with respect to the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in the Tender Offer. Holders must make their own decision as to whether to participate in the Tender Offer, and, if so, the principal amount of Notes to tender.
Neither the delivery of this announcement, the Offer to Purchase nor any purchase pursuant to the Tender Offer shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Cementos Pacasmayo's affairs since the date hereof or thereof.
This press release does not constitute an offer or an invitation to participate in the Tender Offer. The Tender Offer is being made pursuant to the Offer to Purchase and the Letter of Transmittal, copies of which will be delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer to Purchase and the Letter of Transmittal carefully before making any decision with respect to their Notes. The Tender Offer is not being made to, nor will Cementos Pacasmayo accept tenders of Notes or delivery of consents from, holders in any jurisdiction in which it is unlawful to make such an offer or solicitation.
D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. J.P. Morgan Securities LLC and Credicorp Capital Servicios Financieros S.A. are acting as Dealer Managers (the "Dealer Managers") for the Tender Offer.
For further information about the Tender Offer, please contact the Tender and Information Agent D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone number: +1 (866) 521-4192 (toll-free), +1 (212) 269-5550 (collect) or email firstname.lastname@example.org. Requests for documentation should be directed to the Tender and Information Agent.
About Cementos Pacasmayo S.A.A.
Cementos Pacasmayo S.A.A. is a cement company, located in the Northern region of Peru. In February 2012, American Depositary Shares, each representing five of the Company's common shares, were listed on The New York Stock Exchange - Euronext under the ticker symbol "CPAC." With more than 60 years of operating history, the Company produces, distributes and sells cement and cement-related materials, such as concrete blocks and ready-mix concrete. The Company's products are primarily used in construction, which has been one of the fastest-growing segments of the Peruvian economy in recent years. The Company also produces and sells quicklime for use in mining operations.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Cementos Pacasmayo's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not limited to, those described under the section entitled "Risk Factors" in Cementos Pacasmayo's Annual Report on Form 20-F for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (the "SEC") on April 30, 2018, as such factors may be updated from time to time in its periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Cementos Pacasmayo's other periodic filings with the SEC. Cementos Pacasmayo undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
+51 (1) 317-6000, ext. 2165
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