Volcan Compañía Minera S.A.A. Announces Increase of Maximum Tender Amount and Results of Tender Offer for Up to U.S.$110,000,000 Aggregate Principal Amount of its Outstanding 4.375% Senior Notes d...

LIMA, Peru, June 16, 2022 /PRNewswire/ -- Volcan Compañía Minera S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguín 373, Santiago de Surco, Lima, Republic of Peru ("Volcan"), hereby announces an increase of the Maximum Tender Amount (as defined below) from U.S.$100,000,000 to U.S.$110,000,000 and the early tender results of its offer to purchase for cash up to U.S.$110,000,000 aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.375% Senior Notes due 2026 (CUSIP:  92863U AB2 and P98047 AC0, and ISIN:  US92863UAB26 and USP98047AC08) (the "Notes"), upon the terms and subject to the conditions described in the offer to purchase and consent solicitation statement dated June 2, 2022 (as it may be amended or supplemented from time to time, the "Statement").  Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement.  Volcan refers to the offer to purchase the Notes as the "Tender Offer".  The purpose of the Tender Offer is to acquire the Notes for liability management purposes.  Notes purchased in the Tender Offer will be retired and cancelled.

Concurrently with the Tender Offer, Volcan has solicited (the "Solicitation") from Holders (as defined below) a consent (the "Consent" or in the plural "Consents") to certain proposed amendments described herein (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), in order to conform certain covenants in the Indenture to Volcan's other indebtedness instruments, thereby permitting the spin-off or any distribution of the interest held by Volcan or any of its subsidiaries in Cosco Shipping Ports Chancay Perú S.A. and/or Roquel Global S.A.C. without regard to any limitations to the making of restricted payments set forth therein.  See "Proposed Amendments to the Indenture" in the Statement. 

As set forth in the Statement, on or prior to the Early Tender and Consent Time, Holders had the option to either tender their Notes in the Tender Offer and thereby consent to the Proposed Amendments in the Solicitation or to not tender their Notes in the Tender Offer but deliver their Consent to the Proposed Amendments in the Solicitation.  The Maximum Tender Amount for the Tender Offer does not apply to the Solicitation.  Given that the Maximum Tendered Amount has been obtained as set forth below, after the Early Tender and Consent Time but at or prior to the Expiration Date, Holders may still tender their Notes and deliver their Consents pursuant to the Solicitation, but no Notes will be accepted for purchase and no Consent Payment shall be made in respect thereof.

Volcan hereby announces that, as of June 15, 2022, at 5:00 p.m.New York City time (which was the Early Tender and Consent Time), it has received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of U.S.$209,564,000 in aggregate principal amount of the Notes, representing approximately 44.12% of the principal amount outstanding.  Since the principal amount tendered exceeds the Maximum Tender Amount, Volcan will accept the Notes tendered based on a proration factor of approximately 52.56%.  Withdrawal rights for the Tender Offer and revocation rights for the Solicitation have expired as of 5:00 p.m., New York City time, on June 15, 2022.

Furthermore, Volcan hereby announces that it has obtained the Requisite Consents (as defined in the Statement) necessary to give effect to the Proposed Amendments. As a result, Volcan expects that the first supplemental indenture to the Indenture (the "First Supplemental Indenture") effecting the Proposed Amendments will be executed on June 21, 2022, or promptly thereafter.  The First Supplemental Indenture will become effective upon its execution and delivery by Volcan, as issuer, the Subsidiary Guarantors (as defined therein), as guarantors and Citibank, N.A., as trustee, and payment in full of the Consent Payment.

Volcan currently expects that the Early Settlement Date will be June 21, 2022.  On the Early Settlement Date, Holders that validly tendered (and not validly withdrawn) their Notes at or prior to the Early Tender and Consent Time, which Notes were accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration.  In addition, such Holders will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date.  Moreover, on the Early Settlement Date, Holders who delivered Consents at or prior to the Early Tender and Consent Time, but elected not to tender their Notes in the Tender Offer, will receive the Consent Payment.  Lastly, any Holder's tendered Notes which are not accepted for purchased due to proration, will be promptly returned to such Holder, and such Holder will be deemed to have delivered its Consent with respect to all Notes tendered and will be eligible to receive the Consent Payment in respect of all such Notes that were tendered prior to the Early Tender and Consent Time.

Notes not accepted for purchase will be returned promptly. 

VOLCAN HAS NOT FILED THE STATEMENT WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY.  NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENT AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.  THE TENDER OFFER AND THE SOLICITATION HAVE NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCY (SUPERINTENDENCIA DEL MERCADO DE VALORES - SMV) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA).  THE TENDER OFFER AND THE SOLICITATION MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS.  PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE TENDER OFFER AND THE SOLICITATION, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER AND THE SOLICITATION.  THE TENDER OFFER AND THE SOLICITATION ARE NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER AND THE SOLICITATION, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.

NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE STATEMENT) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES NOR ANY RECOMMENDATION THAT HOLDERS DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS IN RESPONSE TO THE TENDER OFFER AND THE SOLICITATION.  

The Statement and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offer and the Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Solicitation will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  Volcan is not aware of any jurisdiction where the making of the Tender Offer and the Solicitation is not in compliance with the laws of such jurisdiction.  If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer and the Solicitation would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer and the Solicitation.  If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer and the Solicitation will not be made to the Holders residing in each such jurisdiction.  Neither the delivery of this announcement, the Statement and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this announcement, the Statement or in any related document is current as of any time subsequent to the date hereof or thereof.

The Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995.  These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.  All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements.  Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.  More detailed information about these and other factors is set forth in the Statement.

Global Bondholder Services Corporation is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer and the Solicitation.  Citigroup Global Markets Inc. and Santander Investment Securities Inc. are acting as dealer managers and solicitation agents (the "Dealer Managers") for the Tender Offer and the Solicitation. 

Any questions or requests for assistance or for additional copies of the Statement may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Statement.

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SOURCE Volcan Compania Minera S.A.A.