BUENOS
AIRES, Argentina, June 16,
2022 /PRNewswire/ -- This is the English
translation of the letter filed with the Comision Nacional de
Valores and Bolsas y Mercados Argentinos on June 16, 2022, related to an offer in
Argentina.
EXCHANGE OFFER INTENDED FOR HOLDERS (THE "ELIGIBLE HOLDERS")
OF THE OUTSTANDING TRANCHE XII SERIES XXIII NOTES IN A PRINCIPAL
AMOUNT OF USD 113,158,632,
DENOMINATED AND PAYABLE IN UNITED
STATES DOLLARS, ACCRUING INTEREST AT A FIXED NOMINAL RATE OF
6.50% PER ANNUM, MATURING ON FEBRUARY 16,
2023 (IDENTIFICATION CODE - CAJA DE
VALORES: 53289; TICKER: CSDOO) (THE "EXISTING
NOTES").
THE EXCHANGE OFFER IS MADE AS A CONSEQUENCE OF THE EXPRESS
AUTHORIZATION GRANTED BY THE CENTRAL BANK OF ARGENTINA, WITHIN THE FRAMEWORK OF THE
PROVISIONS OF ITEM 3.6.4. OF THE RULES ON FOREIGN TRADE AND
EXCHANGE, TO ACCESS THE FOREIGN EXCHANGE MARKET IN ORDER TO
PARTIALLY PREPAY THE PRINCIPAL AMOUNT OF THE EXISTING
NOTES.
PUBLIC OFFERING OF SERIES XXXVIII NOTES IN A PRINCIPAL AMOUNT
UP TO THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT (AS SUCH TERM IS
DEFINED BELOW).
TRANCHE XXIV NOTES TO BE ISSUED IN ONE SERIES UNDER OUR
GLOBAL PROGRAM FOR THE ISSUANCE OF SIMPLE, NON-CONVERTIBLE NOTES IN
A PRINCIPAL AMOUNT UP TO USD
500,000,000 (UNITED STATES
DOLLARS FIVE HUNDRED MILLION) (OR ITS
EQUIVALENT IN OTHER CURRENCIES OR CURRENCY UNITS) (THE "PROGRAM"),
IN A PRINCIPAL AMOUNT UP TO USD
82,605,801 (UNITED STATES
DOLLARS EIGHTY TWO MILLION SIX
HUNDRED AND FIVE THOUSAND EIGHT HUNDRED AND ONE) (THE "MAXIMUM
AGGREGATE AMOUNT").
SERIES XXXVIII NOTES, DENOMINATED AND PAYABLE IN UNITED STATES DOLLARS, ACCRUING INTEREST AT A
FIXED NOMINAL RATE OF 8,00% PER ANNUM, MATURING ON MARCH 3, 2026 IN A NOMINAL AMOUNT UP TO USD
82.605.801 (UNITED STATES
DOLLARS EIGHTY TWO MILLION SIX
HUNDRED AND FIVE THOUSAND EIGHT HUNDRED AND ONE) (THE
"SERIES XXXVIII NOTES" AND/OR THE "NOTES"), TO BE SUBSCRIBED
FOR IN EXCHANGE BY MEANS OF ANY OF THE FOLLOWING OPTIONS:
OPTION A:
(I) PAYMENT IN KIND BY TENDERING FOR EXCHANGE
THE EXISTING NOTES AND (II) PAYMENT OF CASH CONSIDERATION A (AS
DEFINED HEREINBELOW).
OPTION B:
(I) PAYMENT IN KIND BY TENDERING FOR EXCHANGE
THE EXISTING NOTES AT AN EXCHANGE RATIO.
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria (the "Company") (NASDAQ: CRESY, BYMA: CRES), hereby
offers to the Eligible Holders the Notes to be issued by the
Company in exchange for the Existing Notes pursuant to the terms
and methods for the exchange of all and any Existing Notes for the
Exchange Consideration, including the Notes (the "Exchange Offer").
The Notes shall be issued within the framework of our Global
Program for the issuance of single, non-convertible notes in a
principal amount of USD 500,000,000
(United States Dollars five hundred
million). The Offering Memorandum dated February 7, 2022 (the "Offering Memorandum"), the
Supplemental Exchange Offering Memorandum dated June 15, 2022 (the "Supplemental Offering
Memorandum" and jointly with the Offering Memorandum, this Notice
for Subscription, (as defined in the Supplemental Offering
Memorandum") to be published by the Company, the "Exchange Offer
Documents") are available on the Daily Bulletin of the BCBA, within
the purview of the authority delegated by Bolsas y Mercados
Argentinos S.A. ("BYMA") to the BCBA, the Comisión Nacional de
Valores´s website, www.cnv.gov.ar, under the heading: "Companies:
Publicly traded companies" (Empresas (entidades con oferta
pública)) on the Financial Information Highway (Autopista de
Información Financiera, "AIF") (the "CNV´s website"), on MAE´s
electronic bulleting and on the Company´s institutional website
www.cresud.com.ar. Unless otherwise defined, all capitalized terms
used herein shall have the meaning ascribed to them in the Offering
Memorandum and/or the Supplemental Offering Memorandum.
This Public Offering was authorized by Resolution No. 17,206
dated October 22, 2013 and the
extension of the Program and the increase of the amount were
approved by Resolution No. 19,325 dated January 26, 2018, both of them issued by the
Argentine Securities Commission (Comisión Nacional de
Valores, "CNV"). This authorization merely entails that the
reporting requirements set forth by the CNV have been
fulfilled.
The Exchange Offer is made as stipulated in the sections
entitled "Important Times and Dates", "Offer of the Notes
–a) Summary of terms and conditions of the Notes", "Offer of the
Notes – b) Description of the Offer and trading", "Plan of
Distribution", "Offer for Subscription of the Notes in Exchange for
the Existing Notes – a) Summary of terms and conditions of the
Exchange Offer" and "Offer for Subscription of the Notes in
Exchange for the Existing Notes – b) Description of the Exchange
Offer" under the Supplemental Offering Memorandum.
Below is a detail of the main terms of the Notes and the
Exchange Offer:
Issuer: Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria.
Series: XXXVIII
Title: Series XXXVIII United States
Dollar-denominated Notes.
Issue Amount: Up to a principal amount of USD 82,605,801. The aggregate amount for the
issuance of the Notes shall be reported by posting the relevant
Notice of Results.
Payment Method: The Notes shall be paid in
kind, by tendering the Existing Notes in exchange, in compliance
with the procedures and pursuant to the terms of the Exchange
Offer. The Company shall not accept cash subscriptions for the
Notes.
Maturity Date: The Maturity Date for Series XXXVIII Notes
shall be March 3, 2026.
Repayment: Repayment of the principal amount of Series
XXXVIII Notes shall be made in one (1) installment on the Maturity
Date.
Interest Rate: Interest shall accrue on the Notes at a
fixed nominal rate of 8,00% per annum.
Interest Payment Date: Interest accrued on the Notes
shall be paid in arrears until the Maturity Date, on the following
dates: January 3, 2023, July 3, 2023, January 3,
2024, July 3, 2024,
January 3, 2025, July 3, 2025, January 3,
2026 and on the Maturity Date or on the dates to be stated
in the Supplemental Subscription Notice.
Basis for Calculation of Interest: Number of
days elapsed based on a 365-day year.
Specified Currency: United States Dollars.
Commencement Date for the Exchange Offer: June 16, 2022.
Expiration Date: June 28,
2022 until 8 p.m.
(Buenos Aires City time) unless
otherwise extended by the Company. For additional information
please refer to "Important Times and Dates" in the
Supplemental Offering Memorandum.
Date of Issue and Settlement: It is expected to be within
two Business Days following the Expiration Date; it shall be
reported in the Notice of Results. For additional information
please refer to "Important Times and Dates" in the
Supplemental Offering Memorandum.
Notice of Results: On the Expiration Date, after the
closing of the final allocation of the Notes, investors shall be
informed about the Issue Amount, the Date of Issue and Settlement
the Maturity Date, by means of a notice to be posted on the Daily
Bulleting of the BCBA, the CNV´s website and the MAE´s website.
Withdrawal of Tenders: The subscription of the Notes by
tendering Existing Notes in the Exchange Offer may be validly
withdrawn in the event the economic terms of this Exchange Offer
had been modified by the Company.
Please note that the withdrawal of tenders shall entail the
forfeiture of any consideration relative to each series of Notes in
connection with such tenders.
Exchange Offer: In view of the features and the nature of
the Exchange Offer that is addressed to the holders of the Existing
Notes and considering that the Company will not receive any cash
payment, no competition among investors exists and no bidding
process has been contemplated, the initial public offering by means
of auction, public tenders or book building procedures through the
IT systems of the authorized markets, as set forth in Section 1,
Chapter IV, Title VI of the CNV Rules, is not applicable. Likewise,
pursuant to the provisions of Section 3, Chapter IV, Title VI of
the CNV Rules, in case of refinancing of corporate indebtedness, as
in this case, the public offering requirement shall be deemed
fulfilled provided those who subscribe for the new issue of notes
are the holders of the notes that are being exchanged. The offering
of the Notes shall be carried out by the Dealers through widespread
disclosure of the Exchange Offer.
Currency of denomination and payment: The Notes shall be
denominated and payable in United
States Dollars.
Minimum Denominations: USD
1 and multiples of USD 1 in
excess thereof.
Subscription Minimum Amount: USD1.
Unit Nominal Value: USD
1.
Payment: The Notes shall be paid in kind, by tendering
the Existing Notes in exchange, in compliance with the procedures
and pursuant to the terms of the Exchange Offer. The Company shall
not accept cash subscriptions for the Notes.
Payments under the Notes: Payments under the Notes
shall be made by the Company in United
States Dollars, as set forth in Section 4 of the Negotiable
Obligations Law.
Domicile for Payment: The domicile for payment of
Series XXXVIII Notes shall be an account with Caja de Valores in the City of New York for which purpose the Company
shall have United States Dollars deposited in an account reported
by Caja de Valores in such
jurisdiction.
Redemption at the Option of the Company for Taxation
Reasons: The Company may, at its exclusive option, redeem
the Notes, either in whole or in part, at any time, and notice
shall be given to CNV and the holders of Series XXXVIII at least 5
days in advance (which notice shall be irrevocable) by posting such
circumstances on the AIF as a "Relevant Event" if, as a consequence
of any change in, or amendment to, the laws (or regulations or
rulings promulgated thereunder) of Argentina or any political subdivision or
taxing authority thereof, or any change in the official
application, administration or interpretation of such laws,
regulations or rulings, including, without limitation, a holding by
a court of competent jurisdiction, we have or will become obligated
to pay Additional Amounts and/or Argentine Taxes on or in respect
of such Notes, which change or amendment becomes effective on or
after the date of issuance of the Notes or after such date and we
determine in good faith that such obligation cannot be avoided by
our taking reasonable measures available to us (it being understood
that the term reasonable measures shall not include changing the
jurisdiction of organization or the location of our main executive
offices or incurring any costs or expenses that may be deemed to be
material in our good faith determination). Redemption, where
applicable, shall be made at a price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest and
Additional Amounts as of the date fixed for redemption.
In all cases of redemption, equal treatment shall be afforded to
all investors.
Redemption at the Option of the Company other than for
Taxation Reasons: The Company may, at its option, redeem the
Series XXXVIII Notes, on or as of the date that is twelve months
prior to the Maturity Date, at a price equal to 101% of the
principal amount thereof, payable in United States Dollars, plus accrued and unpaid
interest and Additional Amounts, if any, either in whole or in
part, provided this is permitted by the foreign exchange
regulations in force at that time, upon prior notice at least 10
days in advance, pursuant to the notice to be posted in the terms
required by the listing and trading regulations of the markets
where the Series XXXVIII Notes are listed. Notice shall be given to
CNV through the AIF.
In all cases of redemption, equal treatment shall be afforded to
all investors. Partial redemption shall be made on a pro rata basis
among the holders.
Redemption upon Change of Control: The provisions on
redemption upon change of control set forth in the section entitled
"—b) Description of the offer and trading—Redemption—Redemption
upon Change of Control" in the Supplemental Offering Memorandum
shall apply to the Series XXXVIII Notes. In all cases of
redemption, equal treatment shall be afforded to all
investors.
Ranking and Status: Series XXXVIII Notes will constitute
unsecured and unsubordinated obligations of the Company and shall
rank pari passu in right of payment with any other unsecured
unsubordinated indebtedness of the Company, either at present or in
the future, (other than obligations preferred by statute or by
operation of law).
Additional Amounts: If required, the Company shall make
payments of certain Additional Amounts, as described in the section
entitled "Description of the offer and trading—Additional
Amounts" in the Offering Memorandum.
Use of Proceeds: The Company will not receive any cash
proceeds from the Exchange Offer. In consideration for the issue of
the Notes, as set forth in the Supplemental Offering Memorandum,
the Company shall receive Existing Notes. The issue of the Notes is
intended to refinance the Company´s liabilities, in compliance with
Section 36 of the Negotiable Obligations Law (in particular, the
Existing Notes received under the Exchange Offer shall be
cancelled).
Listing and Trading: The Company will apply to
have the Series XXXVIII Notes listed and admitted for trading on
ByMA through the BCBA, by virtue of the exercise of the authority
delegated by ByMA to the BCBA pursuant to the provisions of
Resolution No. 18,629 of the CNV, and the trading thereof on the
MAE. There can be no assurance that these applications will be
accepted.
Dealers: BACS Banco de Crédito y Securitización S.A.,
Banco Hipotecario S.A., Banco de Galicia y Buenos Aires S.A.U.,
Banco Santander Argentina S.A., Balanz Capital Valores S.A.U.,
Industrial Valores S.A., Industrial and Commercial Bank of
China (Argentina) S.A.U., HSBC Bank Argentina S.A.,
Puente Hnos. S.A., AR Partners S.A., Bull Market Brokers S.A., PP
Inversiones S.A., SBS Trading S.A., Invertir en Bolsa S.A. and
Cocos Capital S.A.
Form of Notes: Series XXXVIII Notes shall be represented
by a Global Certificate to be deposited with Caja de Valores, not exchangeable for
certificated securities in bearer form, pursuant to the provisions
of the Law on Registered Form for Corporate Securities.
Applicable Law: Series XXXVIII Notes shall be governed by
and construed in accordance with the laws of Argentina as may be applicable on the Date of
Issue and Settlement.
Jurisdiction: The Company shall submit any controversies
involving Series XXXVIII Notes to the competent jurisdiction of the
General Arbitral Tribunal (Tribunal de Arbitraje General) of
the BCBA (within the purview of the authority delegated to the BCBA
by BYMA pursuant to CNV's Resolution No 18,629), as contemplated in
Section 32, subsection f) of the Law on Capital Markets, or any
other to be created in the future in the BCBA in compliance with
Section 46 of the Law on Capital Markets pursuant to the rules on
arbitration. Notwithstanding the foregoing, holders of Series
XXXVIII Notes may submit their controversies in respect thereof to
the non-exclusive jurisdiction of the General Arbitral Tribunal of
the BCBA or any other to be created in the future in the BCBA in
compliance with Section 46 of the Law on Capital Markets or to the
competent jurisdiction of the commercial courts of the City of Buenos Aires, at the exclusive option
of the holder in question. Likewise, in those cases where the
joinder of actions brought for the same purpose before the same
court is contemplated in the regulations in force, such joinder
shall be made before the judicial court.
Clearing and Settlement: MAE´s platform for clearing and
settlement of transactions involving securities known as "MAE
Clear" (MAE´s market number allocated by CNV is 14).
Credit Rating: The Company has resolved to apply for
credit rating of the Notes. Such rating may be changed, suspended
or repealed at any time, always in compliance with the provisions
of the CNV Rules and should not be construed as a recommendation to
purchase, hold or sell the Notes. The rating shall be reported via
a supplementary notice.
Procedure for Tendering: For Eligible Holders to validly
subscribe for Notes in Exchange for Existing Notes pursuant to the
Exchange Offer, the documentation required by the Dealer shall be
submitted for the purpose of evidencing their capacity as holders
of the Existing Notes.
For further information, Eligible Holders should contact any of
Dealers or Exchange Agent at the telephone numbers set forth on the
back cover of the Supplemental Offering Memorandum.
Exchange Consideration: Pursuant to the terms and subject
to the conditions set forth in the Exchange Offer Documents, the
Eligible Holders subscribing for the Notes who validly tender the
Existing Notes for Exchange, and whose Existing Notes are accepted
for exchange, shall receive Consideration A or Consideration B,
depending on whether Option A or Option B is selected, as described
below:
Option A:
The Eligible Holders who validly tender their Existing Notes for
exchange under Option A, shall receive a portion of the Cash
Consideration A plus, to the extent the Cash Consideration A does
not encompass all the Eligible Holders whose Notes are accepted for
Exchange under Option A, the Consideration in Notes A.
The Cash Consideration A shall be the sum resulting from the
aggregate amount equivalent to 30% of the principal amount of the
Existing Notes that are tendered for Exchange and have been validly
accepted under the Exchange Offer ("Cash Consideration A").
In the event the Cash Consideration A does not suffice for
repayment of the aggregate number of Existing Notes of the Eligible
Holders whose Notes are accepted for Exchange under Option A, it
shall be apportioned by the amount equivalent to the Cash
Consideration A divided by the amount of such Notes that have been
accepted under Option A (the "Pro Rata Cash Consideration A").
The Consideration in Notes A to be received by the Eligible
Holders who validly tender the Existing Notes for Exchange under
Option A, shall be a principal amount of the Notes equivalent to
the difference between USD 1.0 and
the Pro Rata Cash Consideration A received by each Eligible
Holder.
As specified in the paragraph above, the amounts of the
Consideration in Notes A and the Pro Rata Cash Consideration A that
make up the Consideration A, respectively, to be received by the
Eligible Holders who tender their Existing Notes for Exchange under
the Option A, shall be conditional upon the effective participation
of the Eligible Holders in the Exchange Offer and their decision to
elect either Option A or Option B.
The composition of the Consideration A as per the Pro Rata Cash
Consideration A and the Consideration in Notes A shall be
determined on the Expiration Date.
Option B:
The Eligible Holders who validly tender their Existing Notes for
Exchange under Option B, shall receive USD
1.03 in principal amount of the Notes per each USD 1.00 of the Existing Notes tendered by the
Eligible Holders for Exchange and accepted by the Company (the
"Exchange Consideration B").
In the event that, upon repayment of the Existing Notes of the
Eligible Holders whose Notes are accepted for Exchange under Option
A, any remaining amount of the Exchange Consideration A exists, it
shall be allocated to make payments to the Eligible Holders who
validly tender the Existing Notes for Exchange under Option B, pro
rata the principal amount of the Existing Notes tendered for
Exchange and accepted by the Company under Option B (hereinafter,
the "Cash Consideration B"), thus reducing the principal amount of
the Notes that make up Consideration B.
The Eligible Holders who validly tender the Existing Notes for
Exchange under Option B shall receive the Cash Consideration B only
in the event the Cash Consideration A had not been fully paid under
Option A.
Accrued Interest: In addition to the Exchange
Consideration payable in respect of the Existing Notes accepted for
Exchange, the Eligible Holders shall have the right to receive
accrued and unpaid interest in cash (the "Payment of Accrued
Interest") on the Existing Notes accepted for exchange since
February 16, 2022 until the Date of
Issue and Settlement (rounded until reaching the nearest amount to
USD 0.01).
No interest will accrue as of the Date of Issue and Settlement
on the Existing Notes accepted for Exchange and the Company shall
under no circumstances be under the obligation to pay interest on
the Existing Notes after such date.
Conditions for the Exchange Offer: The obligation of the
Company to issue Notes subscribed for by tendering Existing Notes
under the Exchange Offer shall be conditional upon compliance with
certain conditions applicable to the Exchange Offer, as stipulated
in the section entitled "Offer for Subscription of the Notes in
Exchange for the Existing Notes – b) Description of the Exchange
Offer – Conditions for the Exchange Offer" of the Supplemental
Offering Memorandum. Subject to the applicable law, the Company may
waive its right to demand compliance with any other conditions, at
its sole discretion.
Minimum Exchange Condition: The Exchange Offer shall be
subject to the condition that at least 60% of the outstanding
principal amount of the Existing Notes should be validly tendered
and should not be validly withdrawn, and that they should be
validly accepted for exchange on or before the Expiration Date. The
Company may waive its right to demand satisfaction of such
condition, at its sole discretion.
Exchange Agent: Caja de Valores S.A.
Fees: Please refer to "Additional Information
—Expenses associated with the Issue" in the Supplemental
Offering Memorandum.
The other terms and conditions of the Notes and the Exchange
Offer are detailed in the Offering Memorandum and the Supplemental
Offering Memorandum.
Public Offering has been authorized by Resolution No 17,206
dated October 22, 2013, and the
extension of the Program and the increase of the amount thereof
have been authorized by Resolution No.19.325 dated January 26, 2018, both of them issued by the
Comisión Nacional de Valores ("CNV"). Such
authorization merely entails that the reporting requirements have
been fulfilled. The CNV, BYMA and MAE have not passed upon the
information contained in the Offering Memorandum and/or the
Supplemental Offering Memorandum. The truthfulness of the
accounting, financial and economic information, as well as any
other information contained in the Offering Memorandum and the
Supplemental Offering Memorandum is the sole responsibility of the
managing body and, to the extent of their authority, of the
supervisory body of the Company and the auditors insofar as
concerns their respective reports on the financial statements
appended to the Offering Memorandum and the Supplement Exchange
Memorandum and any other responsible parties, as set forth in
Sections 119 and 120 of Law No. 26,831. The Board of the Company
represents, under oath, that the Offering Memorandum and the
Supplemental Offering Memorandum, contain, as of the date of their
respective publication, true and sufficient information about any
relevant fact that may affect the assets, economic and financial
condition of the Company as well as any other information that
should be disclosed to the general investors in connection with the
Exchange Offer, pursuant to the regulations in force. The Company´s
management body represents under oath that all the terms and
conditions of the Exchange Offer described in the Supplemental
Exchange Memorandum are in full force and effect.
The information herein represents partial information that
should be referred to, and should be supplemented by and read
jointly with the Offering Memorandum, the Supplemental Offering
Memorandum, any supplementary notices and the financial statements
of the Company incorporated by reference to such documents.
Interest parties should carefully read the information contained in
the Exchange Offer Documents prior to taking an investment decision
in respect of the Notes. The content of this document should not be
considered to be an investment, tax, foreign exchange or legal
advice. Investors are advised to consult their own legal counsel,
accounting, financial and business advisors as to the legal, tax,
foreign exchange, commercial and any other aspects in connection
with the Notes. The Offering Memorandum and the Supplemental
Offering Memorandum, as well as any other relevant documents
regarding the Exchange Offer are available to the investors at the
Dealers´ offices and at the Company´s offices located at Carlos
Della Paolera 261, 9th Floor, (C1001ADA) City of Buenos Aires, Republic of Argentina and in electronic form, through the
AIF and MAE´s website.
It is expressly put on record that the Notes are excluded from
the deposit insurance system established pursuant to Law No. 24,485
and will not benefit from the exclusive priority right granted to
depositors pursuant to Section 49 of Financial Institutions Law No.
21,526, as amended. The Notes are not secured by any floating
security interest or special guarantee or guaranteed by any other
means or by any other financial institution.
Contact: Nicolas Javier Angiulli,
NAngiulli@irsa.com.ar; Amalia
Sternheim, ASternheim@irsa.com.ar; Santiago Donato, SDonato@irsa.com.ar
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SOURCE Cresud S.A.C.I.F. y A.