SANTIAGO, Chile, May 24, 2024 /PRNewswire/ — On Wednesday, May 22, 2024, the Republic of Chile (“Chile“) announced an offer to purchase for cash (the “Tender Offer”) debt securities of the series listed in the table below (the “Old Bonds” and each Old Bonds, a “series” of Old Bonds), subject to the terms and conditions set forth in the offer to purchase of the same date (the “Offer to Purchase”). 

The Tender Offer commenced on Wednesday, May 22, 2024 and, unless extended or earlier terminated by Chile in its sole discretion, will expire at 10:00 a.m., New York Time, on Thursday, May 30, 2024 (the “Tender Period”) and is expected to settle on or about Monday, June 3, 2024 (the “Tender Offer Settlement Date”), subject to pricing and closing of an offering of new bonds (the “New Bonds”) to be issued by Chile as described in the Offer to Purchase (the “New Bonds Offering”). The Tender Offer is also being made concurrently with an offer to exchange Old Bonds for New Bonds and an offer to purchase Old Bonds for cash to the public in Chile (together, the “Local Offers”).

The table below sets forth the purchase price per Ps. 1,000,000 principal amount of each series of Old Bonds (the “Purchase Price”) that Chile will pay pursuant to the Tender Offer for any tendered Old Bonds accepted by Chile excluding any accrued interest. Tender orders of Old Bonds may be subject to proration.

Payment for any tendered Old Bonds accepted by Chile, together with an amount in cash corresponding to accrued and unpaid interest at the applicable rates contemplated in each series of Old Bonds to but excluding the Tender Offer Settlement Date (“Accrued Interest”), will be made after and conditioned upon the pricing and closing of the New Bonds Offering. Payment of the Purchase Price for Old Bonds accepted for purchase in the Tender Offer, together with Accrued Interest, will be made in U.S. dollars, based on an exchange rate for the conversion of Chilean pesos into U.S. dollars that will be determined using the average of the buy and sell spot exchange rates available on Bloomberg by typing “USDCLP BGN Curncy <GO>” at or around noon, New York Time, or as soon as possible thereafter, on the day that the New Bonds are priced, which is currently expected to be Thursday, May 30, 2024 (the “Applicable Exchange Rate”). The Applicable Exchange Rate is the same rate at which the purchase price payable for the New Bonds sold in the New Bonds Offering will be calculated in U.S. dollars.

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(1) Includes Old Bonds held by the public in Chile, which are the subject of the Local Offers.

(2) Per Ps. 1,000,000 principal amount of each series of Old Bonds. The Purchase Price and Accrued Interest of the Old Bonds will be converted into U.S. Dollars at the Applicable Exchange Rate.

The Offer to Purchase may be downloaded from the Tender and Information Agent’s website at https://www.gbsc-usa.com/chile/ or obtained from the Tender and Information Agent, Global Bondholder Services Corporation in New York, at 65 Broadway – Suite 404, New York, NY 10006 (Banks and Brokers call collect: (212) 430-3774; all others call Toll-Free: (855) 654-2015) Attention:  Corporate Actions (e‑mail: [email protected]), or from any of the Dealer Managers.

The Dealer Managers for the Tender Offer are:

 

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.

 

NONE OF CHILE, THE DEALER MANAGERS OR THE TENDER AND INFORMATION AGENT MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER’S OLD BONDS OR THAT ANY HOLDER SUBMIT OR CHOOSE NOT TO SUBMIT AN INDICATION OF INTEREST IN THE NEW BONDS IN CONNECTION WITH SUCH A TENDER, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER OLD BONDS, AND, IF SO, THE PRINCIPAL AMOUNT OF OLD BONDS TO TENDER AND WHETHER TO SUBMIT AN INDICATION OF INTEREST IN THE NEW BONDS IN CONNECTION WITH SUCH A TENDER.

Important Notice

The New Bonds Offering will be made solely by means of an offering memorandum relating to that offering, and this announcement does not constitute an offer to sell or the solicitation of an order to buy any New Bonds.  You may not participate in the New Bonds Offering unless you have received and reviewed the offering memorandum related to that offering, and not in reliance on, or on the basis of, this announce or the Offer to Purchase. The New Bonds will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and will be offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Tender Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.

The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions.  The Tender Offer is made only in those jurisdictions where it is legal to do so.  The Tender Offer is void in all jurisdictions where it is prohibited.  If materials relating to the New Bonds Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions.  The materials relating to the New Bonds Offering and the Tender Offer, including this communication, 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 Bonds Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”

This announcement and the Offer to Purchase contain forward-looking statements.  Forward-looking statements are statements that are not historical facts, including statements about Chile’s beliefs and expectations. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. Chile undertakes no obligation to update any of them in light of new information or future events.  Forward-looking statements involve inherent risks and uncertainties. Chile cautions you that several important factors could cause actual results to differ materially from those contained in any forward-looking statement.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS 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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SOURCE Republic of Chile

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