BUENOS AIRES, ARGENTINA – June 16, 2022 – Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria (the “Company”) (NASDAQ:
CRESY),
hereby
offers to the Eligible Holders the Notes to be issued by the
Company in exchange for the Existing Notes pursuant to the terms
and methods for the exchange of all and any Existing Notes for the
Exchange Consideration, including the Notes (the
“Exchange
Offer”). The Notes shall be issued within the
framework of our Global Program for the issuance of single,
non-convertible notes in a principal amount of USD 500,000,000
(United States Dollars five hundred million). The Offering
Memorandum dated February 7, 2022 (the “Offering Memorandum”),
the Supplemental Exchange Offering Memorandum dated June 15, 2022
(the “Supplemental
Offering Memorandum” and jointly with the Offering
Memorandum, this Notice for Subscription, (as defined in the
Supplemental Offering Memorandum”) to be published by the
Company, the “Exchange Offer
Documents”) are available on the Daily Bulletin of the
BCBA, within the purview of the authority delegated by Bolsas y
Mercados Argentinos S.A. (“BYMA”) to the BCBA, the
Comisión Nacional de Valores’s website, www.cnv.gov.ar,
under the heading: “Companies: Publicly traded
companies” (Empresas
(entidades con oferta pública)) on the Financial
Information Highway (Autopista de
Información Financiera, “AIF”) (the
“CNV’s
website”), on MAE’s electronic bulleting and on
the Company’s institutional website www.cresud.com.ar. Unless
otherwise defined, all capitalized terms used herein shall have the
meaning ascribed to them in the Offering Memorandum and/or the
Supplemental Offering Memorandum.
This Public Offering was authorized by Resolution No. 17,206 dated
October 22, 2013 and the extension of the Program and the increase
of the amount were approved by Resolution No. 19,325 dated January
26, 2018, both of them issued by the Argentine Securities
Commission (Comisión Nacional
de Valores, “CNV”). This authorization
merely entails that the reporting requirements set forth by the CNV
have been fulfilled.
The
Exchange Offer is made as stipulated in the sections entitled
“Important Times and
Dates”, “Offer
of the Notes –a) Summary of terms and conditions of the
Notes”, “Offer of the Notes – b) Description of
the Offer and trading”, “Plan of Distribution”,
“Offer for Subscription of the Notes in Exchange for the
Existing Notes – a) Summary of terms and conditions of the
Exchange Offer” and “Offer for Subscription of the
Notes in Exchange for the Existing Notes – b) Description of
the Exchange Offer” under the Supplemental Offering
Memorandum.
Below
is a detail of the main terms of the Notes and the Exchange
Offer:
Issuer: Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria.
Series:
XXXVIII
Title: Series XXXVIII
United States Dollar-denominated Notes.
Issue Amount: Up to a principal amount of USD 82,605,801.
The aggregate amount for the issuance of the Notes shall be
reported by posting the relevant Notice of
Results.
Payment Method: The
Notes shall be paid in kind, by tendering the Existing Notes in
exchange, in compliance with the procedures and pursuant to the
terms of the Exchange Offer. The Company shall not accept cash
subscriptions for the Notes.
Maturity Date: The Maturity Date for Series XXXVIII Notes
shall be March 3, 2026.
Repayment: Repayment of the principal amount of Series
XXXVIII Notes shall be made in one (1) installment on the Maturity
Date.
Interest Rate: Interest shall accrue on the Notes at a fixed
nominal rate of 8,00% per annum.
Interest Payment Date: Interest accrued on the Notes shall
be paid in arrears until the Maturity Date, on the following dates:
January 3, 2023, July 3, 2023, January 3, 2024, July 3, 2024,
January 3, 2025, July 3, 2025, January 3, 2026 and on the Maturity
Date or on the dates to be stated in the Supplemental Subscription
Notice.
Basis for Calculation of Interest: Number of days elapsed based on a
365-day year.
Specified Currency: United States Dollars.
Commencement Date for the Exchange Offer: June 16,
2022.
Expiration Date: June 28, 2022 until 8 p.m. (Buenos Aires
City time) unless otherwise extended by the Company. For additional
information please refer to “Important Times and Dates” in the
Supplemental Offering Memorandum.
Date of Issue and Settlement: It is expected to be within
two Business Days following the Expiration Date; it shall be
reported in the Notice of Results. For additional information
please refer to “Important
Times and Dates” in the Supplemental Offering
Memorandum.
Notice of Results: On the Expiration Date, after the closing
of the final allocation of the Notes, investors shall be informed
about the Issue Amount, the Date of Issue and Settlement the
Maturity Date, by means of a notice to be posted on the Daily
Bulleting of the BCBA, the CNV’s website and the MAE’s
website.
Withdrawal of Tenders: The subscription of the Notes by
tendering Existing Notes in the Exchange Offer may be validly
withdrawn in the event the economic terms of this Exchange Offer
had been modified by the Company.
Please
note that the withdrawal of tenders shall entail the forfeiture of
any consideration relative to each series of Notes in connection
with such tenders.
Exchange Offer: In view of the features and the nature of
the Exchange Offer that is addressed to the holders of the Existing
Notes and considering that the Company will not receive any cash
payment, no competition among investors exists and no bidding
process has been contemplated, the initial public offering by means
of auction, public tenders or book building procedures through the
IT systems of the authorized markets, as set forth in Section 1,
Chapter IV, Title VI of the CNV Rules, is not applicable. Likewise,
pursuant to the provisions of Section 3, Chapter IV, Title VI of
the CNV Rules, in case of refinancing of corporate indebtedness, as
in this case, the public offering requirement shall be deemed
fulfilled provided those who subscribe for the new issue of notes
are the holders of the notes that are being exchanged. The offering
of the Notes shall be carried out by the Dealers through widespread
disclosure of the Exchange Offer.
Currency of denomination and payment: The Notes shall be
denominated and payable in United States
Dollars.
Minimum Denominations: USD 1 and multiples of USD 1 in
excess thereof.
Subscription Minimum Amount: USD1.
Unit Nominal Value:
USD 1.
Payment: The Notes shall be paid in kind, by tendering the
Existing Notes in exchange, in compliance with the procedures and
pursuant to the terms of the Exchange Offer. The Company shall not
accept cash subscriptions for the Notes.
Payments under the Notes: Payments under the Notes shall be
made by the Company in United States Dollars, as set forth in
Section 4 of the Negotiable Obligations Law.
Domicile for Payment: The domicile for payment of Series
XXXVIII Notes shall be an account with Caja de Valores in the City
of New York for which purpose the Company shall have United States
Dollars deposited in an account reported by Caja de Valores in such
jurisdiction.
Redemption at the Option of the Company for Taxation
Reasons: The
Company may, at its exclusive option, redeem the Notes, either in
whole or in part, at any time, and notice shall be given to CNV and
the holders of Series XXXVIII at least 5 days in advance (which
notice shall be irrevocable) by posting such circumstances on the
AIF as a “Relevant Event” if, as a consequence of any
change in, or amendment to, the laws (or regulations or rulings
promulgated thereunder) of Argentina or any political subdivision
or taxing authority thereof, or any change in the official
application, administration or interpretation of such laws,
regulations or rulings, including, without limitation, a holding by
a court of competent jurisdiction, we have or will become obligated
to pay Additional Amounts and/or Argentine Taxes on or in respect
of such Notes, which change or amendment becomes effective on or
after the date of issuance of the Notes or after such date and we
determine in good faith that such obligation cannot be avoided by
our taking reasonable measures available to us (it being understood
that the term reasonable measures shall not include changing the
jurisdiction of organization or the location of our main executive
offices or incurring any costs or expenses that may be deemed to be
material in our good faith determination). Redemption, where
applicable, shall be made at a price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest and
Additional Amounts as of the date fixed for
redemption.
In all cases of redemption, equal treatment shall be afforded to
all investors.
Redemption at the Option of the Company other than for Taxation
Reasons: The Company may, at its option, redeem the Series
XXXVIII Notes, on or as of the date that is twelve months prior to
the Maturity Date, at a price equal to 101% of the principal amount
thereof, payable in United States Dollars, plus accrued and unpaid
interest and Additional Amounts, if any, either in whole or in
part, provided this is permitted by the foreign exchange
regulations in force at that time, upon prior notice at least 10
days in advance, pursuant to the notice to be posted in the terms
required by the listing and trading regulations of the markets
where the Series XXXVIII Notes are listed. Notice shall be given to
CNV through the AIF.
In all
cases of redemption, equal treatment shall be afforded to all
investors. Partial redemption shall be made on a pro rata basis
among the holders.
Redemption upon Change of
Control: The provisions on
redemption upon change of control set forth in the section entitled
“—b) Description of the
offer and trading—Redemption—Redemption upon Change of
Control” in the
Supplemental Offering Memorandum shall apply to the Series XXXVIII
Notes. In all cases of redemption, equal treatment shall be
afforded to all investors.
Ranking and Status: Series XXXVIII Notes will constitute
unsecured and unsubordinated obligations of the Company and shall
rank pari passu in right of
payment with any other unsecured unsubordinated indebtedness of the
Company, either at present or in the future, (other than obligations preferred by
statute or by operation of law).
Additional Amounts: If required, the Company shall make
payments of certain Additional Amounts, as described in the section
entitled “Description of the
offer and trading—Additional Amounts”
in the Offering
Memorandum.
Use of Proceeds: The Company
will not receive any cash proceeds from the Exchange Offer. In
consideration for the issue of the Notes, as set forth in the
Supplemental Offering Memorandum, the Company shall receive
Existing Notes. The issue of the Notes is intended to refinance the
Company’s liabilities, in compliance with Section 36 of the
Negotiable Obligations Law (in particular, the Existing Notes
received under the Exchange Offer shall be
cancelled).
Listing and Trading:
The Company will apply to have the
Series XXXVIII Notes listed and admitted for trading on ByMA
through the BCBA, by virtue of the exercise of the authority
delegated by ByMA to the BCBA pursuant to the provisions of
Resolution No. 18,629 of the CNV, and the trading thereof on the
MAE. There can be no assurance that these applications will be
accepted.
Dealers: BACS Banco de Crédito y Securitización
S.A., Banco Hipotecario S.A., Banco de Galicia y Buenos Aires
S.A.U., Banco Santander Argentina S.A., Balanz Capital Valores
S.A.U., Industrial Valores S.A., Industrial and Commercial Bank of
China (Argentina) S.A.U., HSBC Bank Argentina S.A., Puente Hnos.
S.A., AR Partners S.A., Bull Market Brokers S.A., PP Inversiones
S.A., SBS Trading S.A., Invertir en Bolsa S.A. and Cocos Capital
S.A.
Form of Notes: Series XXXVIII Notes shall be represented by
a Global Certificate to be deposited with Caja de Valores, not exchangeable for certificated
securities in bearer form, pursuant to the provisions of the Law on
Registered Form for Corporate Securities.
Applicable Law: Series XXXVIII Notes shall be governed by
and construed in accordance with the laws of Argentina as may be
applicable on the Date of Issue and Settlement.
Jurisdiction: The Company shall submit any controversies
involving Series XXXVIII Notes to the competent jurisdiction of the
General Arbitral Tribunal (Tribunal de Arbitraje General) of the
BCBA (within the purview of the authority delegated to the BCBA by
BYMA pursuant to CNV’s Resolution No 18,629), as contemplated
in Section 32, subsection f) of the Law on Capital Markets, or any
other to be created in the future in the BCBA in compliance with
Section 46 of the Law on Capital Markets pursuant to the rules on
arbitration. Notwithstanding the foregoing, holders of Series
XXXVIII Notes may submit their controversies in respect thereof to
the non-exclusive jurisdiction of the General Arbitral Tribunal of
the BCBA or any other to be created in the future in the BCBA in
compliance with Section 46 of the Law on Capital Markets or to the
competent jurisdiction of the commercial courts of the City of
Buenos Aires, at the exclusive option of the holder in question.
Likewise, in those cases where the joinder of actions brought for
the same purpose before the same court is contemplated in the
regulations in force, such joinder shall be made before the
judicial court.
Clearing and Settlement: MAE’s platform for clearing
and settlement of transactions involving securities known as
“MAE Clear” (MAE’s market number allocated by CNV
is 14).
Credit Rating: The Company has resolved to apply for credit
rating of the Notes. Such rating may be changed, suspended or
repealed at any time, always in compliance with the provisions of
the CNV Rules and should not be construed as a recommendation to
purchase, hold or sell the Notes. The rating shall be reported via
a supplementary notice.
Procedure for Tendering: For Eligible Holders to validly
subscribe for Notes in Exchange for Existing Notes pursuant to the
Exchange Offer, the documentation required by the Dealer shall be
submitted for the purpose of evidencing their capacity as holders
of the Existing Notes.
For
further information, Eligible Holders should contact any of Dealers
or Exchange Agent at the telephone numbers set forth on the back
cover of the Supplemental Offering Memorandum.
Exchange Consideration: Pursuant to the terms and subject to
the conditions set forth in the Exchange Offer Documents, the
Eligible Holders subscribing for the Notes who validly tender the
Existing Notes for Exchange, and whose Existing Notes are accepted
for exchange, shall receive Consideration A or Consideration B,
depending on whether Option A or Option B is selected, as described
below:
Option A:
The
Eligible Holders who validly tender their Existing Notes for
exchange under Option A, shall receive a portion of the Cash
Consideration A plus, to the extent the Cash Consideration A does
not encompass all the Eligible Holders whose Notes are accepted for
Exchange under Option A, the Consideration in Notes A.
The
Cash Consideration A shall be the sum resulting from the aggregate
amount equivalent to 30% of the principal amount of the Existing
Notes that are tendered for Exchange and have been validly accepted
under the Exchange Offer (“Cash Consideration
A”).
In the
event the Cash Consideration A does not suffice for repayment of
the aggregate number of Existing Notes of the Eligible Holders
whose Notes are accepted for Exchange under Option A, it shall be
apportioned by the amount equivalent to the Cash Consideration A
divided by the amount of such Notes that have been accepted under
Option A (the “Pro
Rata Cash Consideration A”).
The
Consideration in Notes A to be received by the Eligible Holders who
validly tender the Existing Notes for Exchange under Option A,
shall be a principal amount of the Notes equivalent to the
difference between USD 1.0 and the Pro Rata Cash Consideration A
received by each Eligible Holder.
As
specified in the paragraph above, the amounts of the Consideration
in Notes A and the Pro Rata Cash Consideration A that make up the
Consideration A, respectively, to be received by the Eligible
Holders who tender their Existing Notes for Exchange under the
Option A, shall be conditional upon the effective participation of
the Eligible Holders in the Exchange Offer and their decision to
elect either Option A or Option B.
The
composition of the Consideration A as per the Pro Rata Cash
Consideration A and the Consideration in Notes A shall be
determined on the Expiration Date.
Option
B:
The
Eligible Holders who validly tender their Existing Notes for
Exchange under Option B, shall receive USD 1.03 in principal amount
of the Notes per each USD 1.00 of the Existing Notes tendered by
the Eligible Holders for Exchange and accepted by the Company (the
“Exchange
Consideration B”).
In the event that, upon repayment of the Existing Notes of the
Eligible Holders whose Notes are accepted for Exchange under Option
A, any remaining amount of the Exchange Consideration A exists, it
shall be allocated to make payments to the Eligible Holders who
validly tender the Existing Notes for Exchange under Option B, pro
rata the principal amount of the Existing Notes tendered for
Exchange and accepted by the Company under Option B (hereinafter,
the “Cash Consideration
B”), thus reducing the
principal amount of the Notes that make up Consideration
B.
The
Eligible Holders who validly tender the Existing Notes for Exchange
under Option B shall receive the Cash Consideration B only in the
event the Cash Consideration A had not been fully paid under Option
A.
Accrued Interest: In addition to the Exchange Consideration
payable in respect of the Existing Notes accepted for Exchange, the
Eligible Holders shall have the right to receive accrued and unpaid
interest in cash (the “Payment of Accrued
Interest”) on the Existing Notes accepted for exchange
since February 16, 2022 until the Date of Issue and Settlement
(rounded until reaching the nearest amount to USD
0.01).
No
interest will accrue as of the Date of Issue and Settlement on the
Existing Notes accepted for Exchange and the Company shall under no
circumstances be under the obligation to pay interest on the
Existing Notes after such date.
Conditions for the Exchange Offer: The obligation of the
Company to issue Notes subscribed for by tendering Existing Notes
under the Exchange Offer shall be conditional upon compliance with
certain conditions applicable to the Exchange Offer, as stipulated
in the section entitled “Offer for Subscription of the Notes in
Exchange for the Existing Notes – b) Description of the
Exchange Offer – Conditions for the Exchange
Offer” of the Supplemental Offering Memorandum.
Subject to the applicable law, the Company may waive its right to
demand compliance with any other conditions, at its sole
discretion.
Minimum Exchange Condition: The Exchange Offer shall be
subject to the condition that at least 60% of the outstanding
principal amount of the Existing Notes should be validly tendered
and should not be validly withdrawn, and that they should be
validly accepted for exchange on or before the Expiration Date. The
Company may waive its right to demand satisfaction of such
condition, at its sole discretion.
Exchange Agent: Caja
de Valores S.A.
Fees: Please refer to “Additional Information —Expenses
associated with the Issue” in the Supplemental
Offering Memorandum.
The
other terms and conditions of the Notes and the Exchange Offer are
detailed in the Offering Memorandum and the Supplemental Offering
Memorandum.
Public
Offering has been authorized by Resolution No 17,206 dated October
22, 2013, and the extension of the Program and the increase of the
amount thereof have been authorized by Resolution No.19.325 dated
January 26, 2018, both of them issued by the Comisión Nacional de Valores
(“CNV”). Such authorization merely entails
that the reporting requirements have been fulfilled. The CNV, BYMA
and MAE have not passed upon the information contained in the
Offering Memorandum and/or the Supplemental Offering Memorandum.
The truthfulness of the accounting,
financial and economic information, as well as any other
information contained in the Offering Memorandum and the
Supplemental Offering Memorandum is the sole responsibility of the
managing body and, to the extent of their authority, of the
supervisory body of the Company and the auditors insofar as
concerns their respective reports on the financial statements
appended to the Offering Memorandum and the Supplement Exchange
Memorandum and any other responsible parties, as set forth in
Sections 119 and 120 of Law No. 26,831. The Board of the Company
represents, under oath, that the Offering Memorandum and the
Supplemental Offering Memorandum, contain, as of the date of their
respective publication, true and sufficient information about any
relevant fact that may affect the assets, economic and financial
condition of the Company as well as any other information that
should be disclosed to the general investors in connection with the
Exchange Offer, pursuant to the regulations in force. The
Company’s management body represents under oath that all the
terms and conditions of the Exchange Offer described in the
Supplemental Exchange Memorandum are in full force and
effect.
The
information herein represents partial information that should be
referred to, and should be supplemented by and read jointly with
the Offering Memorandum, the Supplemental Offering Memorandum, any
supplementary notices and the financial statements of the Company
incorporated by reference to such documents. Interest parties
should carefully read the information contained in the Exchange
Offer Documents prior to taking an investment decision in respect
of the Notes. The content of this document should not be considered
to be an investment, tax, foreign exchange or legal advice.
Investors are advised to consult their own legal counsel,
accounting, financial and business advisors as to the legal, tax,
foreign exchange, commercial and any other aspects in connection
with the Notes. The Offering Memorandum and the Supplemental
Offering Memorandum, as well as any other relevant documents
regarding the Exchange Offer are available to the investors at the
Dealers’ offices and at the Company’s offices located
at Carlos Della Paolera 261, 9th Floor, (C1001ADA) City of Buenos
Aires, Republic of Argentina and in electronic form, through the
AIF and MAE’s website.
It is
expressly put on record that the Notes are excluded from the
deposit insurance system established pursuant to Law No. 24,485 and
will not benefit from the exclusive priority right granted to
depositors pursuant to Section 49 of Financial Institutions Law No.
21,526, as amended. The Notes are not secured by any floating
security interest or special guarantee or guaranteed by any other
means or by any other financial institution.