Banco Pichincha C.A. Announces a Consent Solicitation for Its U.S. $25,000,000 Floating Rate U.S. Treasury-Collateralized Convertible Bonds Due 2012
SOURCE:
Bondholder Communications Group
2008-04-01 07:12:00
Banco Pichincha C.A. Announces a Consent Solicitation for Its U.S. $25,000,000 Floating Rate U.S. Treasury-Collateralized Convertible Bonds Due 2012
QUITO, ECUADOR–( EMWNews – April 1, 2008) – BANCO PICHINCHA C.A. (formerly Banco del
Pichincha C.A.), a bank incorporated in the Republic of Ecuador
(“Pichincha”), announced today a solicitation of consents (the “Consent
Solicitation”) to amend the terms of the indenture and collateral control
agreement for its U.S. $25,000,000 Floating Rate U.S.
Treasury-Collateralized Convertible Bonds Due 2012 (CUSIP Number:
P1322MAH6/ ISIN Number: USP1322MAH62) (CUSIP Number: 05957KAA5/ ISIN
Number: US05957KAA51) (the “Bonds”). As of the date hereof, $25,000,000
principal amount of the Bonds are outstanding. The purpose of the Consent
Solicitation is to obtain the consent of the holders of each of the
outstanding Bonds (the “Holders”) to amend the indenture governing the
Bonds to permit Pichincha to replace collateral with additional U.S.
treasury securities, U.S. treasury bills or cash in United States dollars
and amend the collateral control agreement to permit Pichincha to invest
cash collateral in, or replace cash collateral with, U.S. treasury bills
having a maturity of one year or less.
The Consent Solicitation is being made to all persons in whose name a Bond
was registered at 5:00 p.m., New York City time, on April 1, 2008 and their
duly designated proxies. Holders of the Bonds must deliver (and not
revoke) valid consents in respect of 100% in aggregate principal amount of
all outstanding Bonds (the “Requisite Consents”) to approve the proposed
amendments. Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, dated April 1, 2008 (the “Solicitation
Statement”), if a consent is received (and not revoked) by Bondholder
Communications Group, as information and tabulation agent for the Consent
Solicitation (the “Information and Tabulation Agent’), and if the other
conditions set forth therein are satisfied or waived, promptly after
receipt of the Requisite Consents, each Holder who has delivered (and not
revoked) a valid Consent on or before the Expiration Date (as defined
below) will be paid a cash payment (the “Consent Fee”) of $2.50 for each
$1,000 in principal amount of Bonds in respect of which such consent has
been delivered. No accrued interest will be paid on the Consent Fee.
Notwithstanding any other provision of the Consent Solicitation,
Pichincha’s obligation to accept and pay for the consents validly delivered
(and not revoked) pursuant to the Consent Solicitation is subject to and
conditioned upon, among other things, receipt of the Requisite Consents on
or prior to the Expiration Date.
The Consent Solicitation is currently scheduled to expire at 5:00 p.m., New
York City time, on April 22, 2008 unless terminated or extended. Pichincha
reserves the right to terminate or extend the Consent Solicitation in its
sole discretion. The term “Expiration Date” shall mean the time and date
on or to which the Consent Solicitation is so terminated or extended. If
the Requisite Consents are obtained (and not revoked) and the proposed
amendments are adopted and become effective, they will be binding on all
Holders, and their respective transferees, whether or not they have
delivered a consent.
Standard Bank Plc is acting as the solicitation agent (the “Solicitation
Agent”) for the Consent Solicitation. Holders may direct questions and
requests for assistance or copies of the Solicitation Statement to Standard
Bank Plc at the office of its New York affiliate, Standard New York
Securities, Inc., located at 320 Park Avenue, New York, NY 10022,
Attention: Jay Tom, Telephone: (212) 407-5174 (collect) or at its London
office located at Cannon Bridge House, 25 Dowgate Hill, London EC4R25B,
England, Attention: Carl Piccolo, Telephone: +44(0)20 78153142 (collect).
Questions and requests for assistance or copies of the Solicitation
Statement may be directed to Bondholder Communications Group at its London
office located at 28 Throgmorton Street, 1st Floor, London, EC2N 2AN,
England, Attention: Betty Peralta, Telephone: +44 20 7382 4580, Facsimile:
+44 20 7067 9239, E-mail: [email protected] or at its New York office
located at 30 Broad Street, 46th Floor, New York, NY 10004, Attention:
Betty Peralta, Telephone: (212) 809-2663, Facsimile: (212) 437-9827,
E-mail: [email protected]. The Information and Tabulation Agent has
established a website for the Consent Solicitation at www.bondcom.com/bp.
Holders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Tender Offer.
This press release is not a solicitation of consents with respect to the
Bonds. The Consent Solicitation is being made solely by the Solicitation
Statement. None of Pichincha, the Solicitation Agent or the Information
and Tabulation Agent is making any recommendation to the Holders as to
whether to consent to the proposed amendments. Each Holder must decide
whether to consent to the proposed amendments. Holders are urged to
carefully review all of the information contained or incorporated by
reference in the Solicitation Statement.
Pichincha is Ecuador’s largest banking organization engaged principally in
retail and commercial banking, providing general banking services to
individuals, small and medium-sized companies and multinational and large
corporations.
Pichincha may make “forward-looking statements” throughout the Press
Release concerning its expectations, beliefs, plans, objectives, goals,
strategies, future events or performance and underlying assumptions and
other statements that are not historical facts. These statements are
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
statements concerning Pichincha’s expectations, plans, objectives, goals,
strategies, future events, future revenue or performance, capital
expenditures, financing needs, plans or intentions relating to
acquisitions, business trends and other information that is not historical
information. The words “could,” “estimate,” “expect,” “anticipate,”
“project,” “plan,” “intend,” “believe,” “goal,” “forecast” and variations
of such words or similar expressions are intended to identify
forward-looking statements. All forward-looking statements, including,
without limitation, the examination of historical operating trends are
based upon Pichincha’s current expectations and various assumptions.
Pichincha’s expectations, beliefs and projections are expressed in good
faith and it believes there is a reasonable basis for them. However, there
can be no assurance that Pichincha’s expectations, beliefs and projections
will result or be achieved.
All forward-looking statements and projections attributable to Pichincha or
persons acting on its behalf apply only as of the date of the particular
statement, and are expressly qualified in their entirety by the cautionary
statements included in this press release. Pichincha undertakes no
obligation to publicly update or revise forward-looking statements to
reflect events or circumstances after the date made or to reflect the
occurrence of unanticipated events.
Bondholder Communications Group Betty Peralta Telephone: (212) 809-2663 Facsimile: (212) 437-9827 E-mail: |
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