Consorcio Transmantaro S.A. Announces Correction to the Offer to Purchase and Consent Solicitation Statement. – Press Release

LIMA, Peru, March 25, 2022 /PRNewswire/ — In the Offer to Purchase and Consent Solicitation Statement issued by Consorcio Transmantaro S.A., a stock corporation (sociedad anónima) organized under the laws of the Republic of Peru (the “Issuer“) on March 22, 2022 (as amended or supplemented from time to time, the “Statement“; capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement), whereby the Issuer announced the commencement of its Tender Offer and Consent Solicitation, please note that the reference in the ninth paragraph of the section titled “Optional Redemption (under the heading “The Proposed Amendments and the Supplemental Indenture ­–The Proposed Amendments”) to “40 basis points” should instead be to “45 basis points”. Such paragraph, as corrected hereby, should read in its entirety as follows:

“Optional Redemption. The Company may, at its discretion, redeem the Notes, in whole or in part, at any time or from time to time prior to their maturity, on at least five days’ but not more than 60 days’ notice to the Holders (with a copy to the Trustee), at a redemption price (calculated by the Company) equal to the greater of (1) 100% of the aggregate principal amount of the Outstanding Notes and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points (the “Make-Whole Amount“), plus in each case accrued and unpaid interest to the Redemption Date on the Notes to be redeemed on such date ; provided, however, that if the Notes are redeemed in part only, Notes having an aggregate principal amount of at least U.S.$100.0 million shall remain Outstanding after any such partial redemption.“

Please note that this announcement is not intended to be an amendment of the terms and conditions of the Tender Offer and Consent Solicitation contemplated in the Statement, which remain unchanged.

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The Information and Tender Agent for the Tender Offer and the Consent Solicitation is D.F. King & Co., Inc.  BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers and Solicitation Agents for the Tender Offer and the Consent Solicitation.

Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

The Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Solicitation are:

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country.  The New Offering was not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“).  Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation.  It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer.  This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

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Contact information:

Consorcio Transmantaro S.A.
Attn: Karen Lourdes Lindley Olazo,
Chief of Financial Resources
Av. Juan de Arona 720
San Isidro – Lima, Perú
investors@rep.com.pe
+51 (1) 712-6600 Ext. 84074

D.F. King & Co., Inc.
48 Wall Street,
New York, NY 10005 
ctm@dfking.com
Toll-Free: (866) 416-0577
Toll: (212) 269-5550

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SOURCE Consorcio Transmantaro S.A.