Volcan Compania Minera S.A.A. Announces Increase of Maximum Tender Amount and Results of Tender Offer for Up to U.S.$125,000,000
Volcan Compania , Peru, Feb. 13, 2021 Volcan Compañía Minera S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguin 373, Santiago de Surco, Lima, Republic of Peru (“Volcan“), hereby announces an increase of the Maximum Tender Amount (as defined below) from U.S.$120,000,000 to U.S.$125,000,000 and the early tender results of its offer to purchase for cash up to U.S.$125,000,000 aggregate principal amount (the “Maximum Tender Amount“) of its outstanding 5.375% Senior Notes due 2022 (CUSIP: 92863UAA4 and P98047AA4, and ISIN: US92863UAA43 and USP98047AA42) (the “Notes“), upon the terms and subject to the conditions described in the Offer to Purchase dated February 1, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase“). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.
Volcan Compania announces that, as of February 12, 2021, at 5:00 p.m. New York City time (which was the Early Tender Date), it has received valid tenders from the registered holders of the Notes (individually, a “Holder” and collectively, the “Holders”) of U.S.$353,901,000 in principal amount of the Notes, representing 66.12% of the principal amount outstanding. Since the principal amount tendered exceeds the Maximum Tender Amount, Volcan will accept the Notes tendered based on a proration factor of approximately 35.48%. Withdrawal rights for the Tender Offer have expired.
In accordance Volcan Compania with the Offer to Purchase, Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the Early Tender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. In addition, such Holders of Notes will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date. As the aggregate principal amount of Notes tendered for purchase prior to the Early Tender Date exceeds the Maximum Tender Amount, no Notes tendered for purchase after the Early Tender Date will be accepted for purchase. Notes not accepted for purchase will be returned promptly. As described in the Offer to Purchase, Volcan currently expects that the Early Settlement Date will be February 17, 2021.
VOLCAN HAS NOT FILED THE OFFER TO PURCHASE WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. THE TENDER OFFER HAS NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCE (SUPERINTENDENCIA DEL MERCADO DE VALORES – SMV) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA). THE TENDER OFFER MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS. PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE TENDER OFFER, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER. THE TENDER OFFER IS NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.
NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER.
The Offer to Purchase and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Volcan is not aware of any jurisdiction where the making of the Tender Offer is not in compliance with the laws of such jurisdiction. If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer. If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer will not be made to the Holders of Notes residing in each such jurisdiction. Neither the delivery of this announcement, the Offer to Purchase and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this announcement, the Offer to Purchase or in any related document is current as of any time subsequent to the date hereof or thereof.
The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.
Volcan Compania This release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.
Volcan Compania Global Bondholder Services Corporation is acting as the tender agent and as the information agent (the “Tender and Information Agent“) for the Tender Offer. Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc. and Santander Investment Securities Inc. are acting as Dealer Managers (the “Dealer Managers“) for the Tender Offer.
The Tender and Information Agent for the Tender Offer is:
Global Bondholder Services Corporation
By Regular, Registered or Certified Mail;
By Facsimile Transmission
Hand or Overnight Delivery:
(For Eligible Institutions Only):
65 Broadway, Suite 404
+1 (212) 430-3775
New York, NY 10006
Confirmation: +1 (212) 430-3774
Attention: Corporate Actions
Attention: Corporate Actions
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.
Banco BTG Pactual S.A. – Cayman Branch
Citigroup Global Markets Inc.
Debt Capital Markets
Liability Management Group
Liability Management Team
By PR Newswire