SOURCE: Bondholder Communications Group

April 23, 2008 09:23 ET

Banco Pichincha C.A. Announces Extension to Expiration Date for the Consent Solicitation for Its U.S. $25,000,000 Floating Rate U.S. Treasury-Collateralized Convertible Bonds Due 2012

QUITO, ECUADOR--(Marketwire - April 23, 2008) - BANCO PICHINCHA C.A. (formerly Banco del Pichincha C.A.), a bank incorporated in the Republic of Ecuador ("Pichincha"), announced today the extension of the Expiration Date for the previously announced 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 Expiration Date for the Consent Solicitation has been extended to 5:00 p.m., New York City time, on April 29, 2008, unless terminated or further extended. Pichincha reserves the right to terminate or further 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. 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. 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.

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 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. Except for the extension of the Expiration Date, all of the terms and conditions set forth in the Solicitation Statement with respect to the Bonds remain unchanged.

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: bperalta@bondcom.com 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: bperalta@bondcom.com. 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.

Contact Information

  • Contact:
    Betty Peralta
    Bondholder Communications Group
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