PANAMA CITY, Panama, Nov. 14, 2005 (PRIMEZONE) -- The Republic of Panama ("Panama") announced today an offer (the "Offer") to purchase for cash the securities listed below (each, an "Eligible Series" and collectively, the "Eligible Securities"), on the terms and subject to the conditions set forth in the offer to purchase dated the date hereof relating to the Offer (the "Offer to Purchase"), at the price per U.S.$1,000 original principal amount of each Eligible Series set forth below, plus accrued and unpaid interest up to, but not including, the settlement date.
8.25% Notes Due 2008 ("2008 Bonds"): U.S.$1,082.50
9.625% Global Bonds Due 2011 ("2011 Bonds"): U.S.$1,185.00
9.375% Global Bonds Due 2012 ("2012 Bonds"): U.S.$1,190.00
10.75% U.S. Dollar-Denominated Global Bonds
Due 2020 ("2020 Bonds"): U.S.$1,380.00
The ISIN numbers for each Eligible Series are as follows: 2008 Bonds -- US698299AE47; 2011 Bonds -- US698299AP93; 2012 Bonds -- US698299AQ76; and 2020 Bonds -- US698299AM62.
Holders wishing to tender their Eligible Securities pursuant to the Offer must contact the custodian or other securities intermediary, such as a broker, dealer, bank, trust company or trustee, and instruct it to tender their Eligible Securities on their behalf at or before the Expiration Time (as defined below).
Panama has initiated the Offer as part of a general program to manage its external liabilities. In order to finance its purchase of validly tendered Eligible Securities for cash pursuant to the Offer, Panama will be selling an issue of Global Bonds due 2026 (the "2026 Bonds") in an amount sufficient to enable Panama to purchase all of the validly tendered Eligible Securities it accepts. In determining the aggregate principal amount of validly tendered Eligible Securities that Panama will accept, Panama reserves the right, with respect to any Eligible Series, (i) not to accept any securities of such Eligible Series; or (ii) to accept, on a pro rata basis, an amount of securities of such Eligible Series that is less than the aggregate principal amount of validly tendered securities of such Eligible Series. Panama further reserves the right, in its sole discretion, not to accept any tenders pursuant to the Offer.
Panama will pay a processing fee for processing the tender of 2008 Bonds (only), to certain banks and financial institutions that tender such 2008 Bonds and who are direct participants in the clearing systems designated for the Offer. This processing fee will be paid only with respect to tenders submitted from a beneficial owner's account that holds an aggregate principal amount of 2008 Bonds that is not more than one million U.S. dollars. This processing fee will be an amount equal to 0.25% of the aggregate principal amount of the 2008 Bonds in respect of which a request for the processing fee is made and will be paid only with respect to the aggregate principal amount of these 2008 Bonds that is ultimately accepted in the Offer. Payment of the processing fee to any such bank or financial institution will be subject to Panama's receipt of all information necessary to determine, and Panama's satisfaction as to, the eligibility of such bank or financial institution to receive the processing fee.
The Offer is conditioned on settlement of the issue of the 2026 Bonds. The 2026 Bonds will be registered with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, and will be offered only by means of a prospectus.
In addition, notwithstanding any other provisions of the Offer, the Offer is conditioned upon (a) there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that (1) makes or seeks to make illegal the purchase of any of the Eligible Securities pursuant to the Offer; (2) would or might result in a delay in, or restrict, the ability of Panama to purchase any of the Eligible Securities; or (3) imposes or seeks to impose limitations on the ability of Panama to purchase the Eligible Securities and (b) there not existing any change or development, including any prospective development, that in the sole judgment of Panama, has or may have a material adverse effect on Panama, the market price of the Eligible Securities or the value of the Eligible Securities in Panama.
The Offer is scheduled to expire at 11:00 a.m. (New York City time) on Thursday, November 17, 2005 (the "Expiration Time"), unless Panama in its sole discretion extends it or terminates it earlier.
After reviewing the tenders submitted pursuant to the Offer, Panama will, at or around 10:00 a.m., New York City time, on the day after the Offer expires, or earlier if practicable, announce the results of the Offer and whether Panama will accept any tenders for one or more series of Eligible Securities and, if so, the original principal amounts of each series of Eligible Securities accepted for purchase in the Offer. Settlement is scheduled to occur on November 29, 2005.
Copies of the Offer to Purchase describing the Offer may be obtained from Global Bondholder Services Corp., U.S. toll free (866) 873-6300, outside the U.S. (212) 430-3774, the information agent; Citibank, N.A., +44 207 508-3867, the depositary; Dexia Banque Internationale a Luxembourg, societe anonyme, 69 route d'Esch, L-2953 Luxembourg, the Luxembourg depositary; or from the dealer manager.
The dealer manager for the Offer is:
Citigroup Corporate and Investment Banking
390 Greenwich Street
New York, New York 10013
United States
Inside the U.S.: Toll-Free (800) 558-3745
Outside the U.S.: Call Collect (212) 723-6108
Panama is making the Offer only in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required by Panama to inform yourself of and to observe all of these restrictions. The materials relating to the Offer 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 Offer be made by a licensed broker or dealer and the dealer manager or any affiliate of the dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of Panama in that jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities; any such offer or solicitation shall be made only by means of a prospectus duly filed with the U.S. Securities and Exchange Commission.
No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in the Offer to Purchase and, if given or made, such information or representations must not be relied upon as having been authorized by Panama or the dealer manager. Neither this document nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.