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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


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

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


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

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