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Oleoducto Central S.A - Tender Offer - Launch


24 APRIL 2023

Full announcement including disclaimers and offer restrictions available via prnewswire (Source: Oleoducto Central S.A.)

"BOGOTÁ, Colombia, April 24, 2023 /PRNewswire/ -- Oleoducto Central S.A. ("Ocensa"), announced today that it has commenced a tender offer for cash (the "Offer") to purchase up to U.S.$100,000,000 in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.000% Notes due 2027 (CUSIP: (144A / Reg S): 680617 AC1 / P7358R AD8/ ISIN: (144A / Reg S): US680617AC18 / USP7358RAD81 / Common Code (144A / Reg S): 220679667 / 220679691) (the "Notes").The Offer is being made pursuant to Ocensa's Offer to Purchase, dated April 24, 2023 (the "Offer to Purchase"), which sets forth a comprehensive description of the terms of the Offer. The Offer will expire at 11:59 p.m., New York City time, on May 19, 2023, unless extended or terminated earlier (the "Expiration Date"). Holders who validly tender and do not validly withdraw Notes on or prior to 5:00 p.m., New York City time, on May 5, 2023 (as the same may be extended, the "Early Tender Date"), that are accepted for purchase by Ocensa will receive the Total Consideration (as defined below), which includes the "Early Tender Premium" indicated in the table below, with respect to Notes validly tendered (and not validly withdrawn) and accepted for purchase subject to the Maximum Tender Amount. Notes validly tendered in the Offer may not be withdrawn after 5:00 p.m., New York City Time, on May 5, 2023 (unless extended by "Withdrawal Date"), except as may be required by applicable law.

Holders who validly tender (and do not validly withdraw) Notes after the Early Tender Date but prior to the Expiration Date, which Notes are accepted for purchase will receive the Tender Consideration (as defined below), subject to the Maximum Tender Amount. In addition to the Total Consideration or Tender Consideration (as applicable) for the Notes validly tendered and accepted for purchase, Holders will also receive accrued and unpaid interest from, and including, the last interest payment date up to, but excluding, the applicable Settlement Date, which will be paid in cash on the applicable Settlement Date.

Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. All Notes tendered at or prior to the Early Tender Date will have priority over Notes tendered after the Early Tender Date.

The following table sets forth certain terms of the Offer[1]: "


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