TIDMDO1B
RNS Number : 1540H
Min of Finance of the Rep. of Chile
25 July 2023
PRESS RELEASE
July 7, 2023
Exchange Offer for U.S. Dollar-Denominated Notes: Correction of
Manifest Error
Santiago, Chile : On July 6, 2023, the Republic of Chile
("Chile") published a press release announcing pricing terms for
its U.S. Dollar-denominated offer to exchange its 3.125% Notes due
2025 (the "2025 Notes"), among other series of Eligible Notes, for
2036 Notes or 2054 Notes (such press release, the "Pricing Press
Release" and such invitation to exchange, the "USD Invitation"). In
addition, on July 7, 2023, Chile published a press release
announcing the results of such exchange offer, including the amount
of 2036 Notes and 2054 Notes to be issued as a result of the USD
Invitation (the "Results Press Release"). Chile is publishing this
press release to (i) correct a manifest error in the pricing terms
of the 2025 Notes included in the Pricing Press Release and (ii)
amend the resulting amount of 2036 Notes and 2054 Notes to be
issued in the USD Invitation, as published in the Results Press
Release. Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the prospectus
supplement relating to the USD Invitation filed by Chile with the
Securities and Exchange Commission on June 27, 2023 (the
"Prospectus Supplement").
Except as expressly amended hereby to the extent specifically
provided herein, all terms of the USD Invitation contemplated in
the Prospectus Supplement, the Pricing Press Release and Results
Press Release and all other disclosures set forth in such documents
remain unchanged and are hereby expressly incorporated into this
press release.
The Pricing Press Release is hereby amended to correct a
manifest error in the Exchange Ratio applicable to the 2025 Notes.
The table below sets for the corrected Exchange Ratio for the 2025
Notes, based on Chile's determination of the Eligible Notes
Applicable Yield and the New Notes Applicable Yield applicable to
such series.
2025 Notes in Exchange for 2036 Notes
Eligible
Spotted Notes Spread Eligible Eligible
Eligible Notes Reference (in basis Notes Applicable Exchange Notes Present Exchange
Reference Treasury UST Yield* points) Yield Price** Value*** Ratio****
4.250% due 5/31/2025 5.152% + 0 5.152% $ 967.21 $ 976.32 1.004217
2025 Notes in Exchange for 2054 Notes
Eligible Notes Eligible
Reference Treasury Spotted Notes Spread Eligible
Reference (in basis Notes Applicable Exchange Eligible Notes Exchange
UST Yield* points) Yield Price** Present Value*** Ratio****
4.250% due 05/31/2025 5.152% + 0 5.152% $ 967.21 $ 976.32 0.996458
_____________
*Spotted at or around 10:00 a.m., New York City time, on July 6,
2023.
**Exclusive of accrued interest.
***Inclusive of accrued interest.
****The ratio of the Eligible Notes Present Value to the New
Notes Present Value.
The Results Press Release is hereby amended to correct the
aggregate principal amount of 2036 Notes and 2054 Notes to be
issued in exchange for all USD Eligible Notes pursuant to the USD
Invitation. As corrected, the aggregate principal amount of 2036
Notes to be issued in exchange for all USD Eligible Notes pursuant
to the USD Invitation is US$499,852,623, and the aggregate
principal amount of 2054 Notes to be issued in exchange for all USD
Eligible Notes pursuant to the USD Invitation is
US$381,658,578.
* * * * * * * * * *
This announcement is not an offer or a solicitation of offers to
exchange or tender any securities. Any offer was made solely by
documents prepared in connection with the Invitation. The
distribution of materials relating to any offer, and the
transactions contemplated by any offer, may be restricted by law in
certain jurisdictions. If materials relating to any offer come into
your possession, you are required by Chile to inform yourself of
and to observe all of these restrictions. The materials relating to
any offer does not constitute, and may not be used in connection
with, an offer or solicitation in any place where such offers or
solicitations are not permitted by law.
The Information and Depositary Agent for the Invitation is
Global Bondholder Services Corporation. The website for the
Invitation is: https://www.gbsc-usa.com/chile/ . Any questions
concerning the Invitation or requests for copies of the documents
may be directed to the Information and Depositary Agent at the
contact information provided below.
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (855) 654-2015
Email: contact@gbsc-usa.com
The Dealer Managers for the USD Invitation are:
Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. Santander US Capital Markets LLC
1301 Avenue of the Americas, 8th Floor 452 Fifth Avenue 437 Madison Avenue, 7th Floor
New York, New York 10019 New York, NY 10018 New York, New York 10022
Email: Toll Free: +1 (888) HSBC-4LM Email: USDCMLM@santander.us
us.liabilitymanagement@ca-cib.com Collect: +1 (212) 525-5552 Phone: +1 (212) 940-1442
Phone: +1 (866) 807-6030 Email: liability.management@hsbcib.com Attention: Liability Management Team
Attention: Liability Management
Scotia Capital (USA) Inc. SG Americas Securities, LLC
250 Vesey St 245 Park Avenue
New York, New York 10281 New York, New York 10167
Email: LM@scotiabank.com Email: liability.management@sgcib.com
Phone: +1-833-498-1660 Phone: +1 855 851 2108
Attention: Liability Management Group Attention: Liability Management
Questions regarding the Invitation may also be directed to the
Dealer Managers at the above contacts.
Chile has filed a registration statement (including a
prospectus) with the SEC for the offering of securities. Before you
make any decision related to this communication, you should read
the prospectus in that registration statement and other documents
that Chile has filed with the SEC for more complete information
about Chile and this announcement. You may obtain these documents
for free by visiting EDGAR on the SEC website at www.sec.gov .
Alternatively, Chile or any participating underwriter or dealer
will arrange to send you the prospectus or any prospectus
supplement in connection herewith if you request it by calling
Credit Agricole Securities (USA) Inc., at +1 (866) 807-6030, HSBC
Securities (USA) Inc., at +1 (866) 811-8049, Santander US Capital
Markets LLC, at +1 (212) 940-1442, Scotia Capital (USA) Inc., at +1
(833) 498 1660, SG Americas Securities, LLC, at +1 855 851
2108.
The following additional information of Chile and regarding the
New Notes is available from the SEC's website and also accompanies
this free-writing prospectus:
https://www.sec.gov/Archives/edgar/data/19957/000110465923072353/tm2318446d1_18k.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465922011948/tm225317d1_sb.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923075660/tm2319570d8_424b2.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923078618/tm2320733d1_fwp.htm
https://www.sec.gov/Archives/edgar/data/19957/000110465923078984/tm2320825d1_fwp.htm
Important Notice
This announcement is not an offer to exchange or a solicitation
of an offer to sell the Eligible Notes. The Invitation were made
only by and pursuant to the terms of a prospectus filed with the
SEC.
The distribution of materials relating to the New Notes
Offerings and the Invitation, and the transactions contemplated by
the New Notes Offerings and the Invitation, may be restricted by
law in certain jurisdictions. Each of the New Notes Offerings and
the Invitation were made only in those jurisdictions where it is
legal to do so. The New Notes Offerings and the Invitation are void
in all jurisdictions where they are prohibited. If materials
relating to the New Notes Offerings or the Invitation come into
your possession, you are required to inform yourself of and to
observe all of these restrictions. The materials relating to the
New Notes Offerings and the Invitation do not constitute, and may
not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. If a
jurisdiction requires that the New Notes Offerings or the
Invitation be made by a licensed broker or dealer and a dealer
manager participating in the Invitation or any affiliate of any
such dealer manager is a licensed broker or dealer in that
jurisdiction, the New Notes Offerings or the Invitation, as the
case may be, shall be deemed made by such dealer manager or such
affiliate in that jurisdiction. Owners who may lawfully participate
in the Invitation in accordance with the terms thereof are referred
to as "holders."
Stabilization/FCA
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in any Member State of the
European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client, as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Article 2
of Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any securities or otherwise
making them available to retail investors in the EEA has been
prepared and therefore any offering or selling of any securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
No securities are intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK").
For these purposes, (a) a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 ("FSMA") and any rules
or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA; or (iii) an investor who is not a qualified
investor as defined in Article 2 of the UK Prospectus Regulation,
and (b) the expression "offer" includes the communication in any
form and by any means of sufficient information on the terms of the
offer and the securities to be offered so as to enable an investor
to decide to purchase or subscribe for the securities.
Consequently, no key information document required by the PRIIPs
Regulation, as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation"), for offering or selling
securities or otherwise making them available to retail investors
in the UK has been prepared and therefore any offering or selling
of securities or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs
Regulation.
The expression "UK Prospectus Regulation" means the Prospectus
Regulation, as it forms part of UK domestic law by virtue of the
EUWA.
Neither this communication is, nor any other offer material
relating to the Invitation will be, made, and this communication
has not been approved, by an authorized person for the purposes of
section 21 of the FSMA. This announcement is for distribution only
to persons who (a) are outside the United Kingdom; or (b) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"); (c) are
persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Order; or (d)
are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being "relevant persons"). This announcement is directed
only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to
relevant persons and will be engaged in only with relevant
persons.
* * *
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MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE
DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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END
MSCZZGZNDKMGFZM
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July 25, 2023 10:53 ET (14:53 GMT)
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