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The Province of Tierra del Fuego - Consent Solicitation - Update and Extension

The Province of Tierra del Fuego Extends Early Consent Time of its Consent Solicitation - US886516AC70 - USP91528AA03


13 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"Tierra del Fuego, Argentina. The Province of Tierra del Fuego (the “Province”) today announced that as of 5:00 p.m. (New York time) on November 9, 2023 approximately 60% of holders of Outstanding (as defined below) Notes had validly delivered consents pursuant to the Consent Solicitation. In order to provide Eligible Holders who have not yet participated with additional time to consider and participate in the Consent Solicitation, the Province has extended the Early Consent Time of its Consent Solicitations from Eligible Holders of Notes made upon the terms and subject to the conditions set forth in the Province's most recently amended and restated consent solicitation statement dated October 27, 2023 (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement”) from 5:00 p.m. (New York time) on November 9, 2023, to be simultaneous with the Expiration Time. The Expiration Time has also been amended to be the earlier of (i) 5:00 p.m. (New York City time) on November 27, 2027 and (ii) such date and time as notified by the Province in its sole discretion that valid Consents from Holders of 75% in aggregate principal amount of the Outstanding (as defined below) Notes (the “Requisite Consents”) have been validly delivered and accepted pursuant to the terms of the Consent Solicitation Statement, and the other conditions described in the Consent Solicitation Statement have been satisfied or, where possible, waived, unless further extended or earlier terminated by the Province. Upon achieving the Early Consent Time as described in the foregoing sentence, and in particular immediately upon achieving the Requisite Consents, the Province will provide notice to holders that the Expiration Time shall occur on the immediately following Business Day thereafter. Capitalized terms used herein but not defined shall have the meaning assigned to them in the Consent Solicitation Statement.


Consequently, all Eligible Holders who validly deliver their consent on or prior to the Expiration Time will be eligible to receive a portion of a cash payment in a fixed aggregate amount of US$6,000,000 (the “Consent Consideration”), provided that the terms and conditions set forth in the Consent Solicitation Statement have been satisfied or, where possible, waived. As a result of the foregoing, the distinction between the Early Consent Consideration and the Late Consent Consideration is eliminated, and the full amount of the Consent Consideration will be paid in cash on a pro rata basis in accordance with Eligible Holders’ respective holdings of Notes as to which Consents have been validly delivered and accepted."


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The Province of Tierra del Fuego (A Province of the Republic of Argentina) - Announces Commencement of Consent Solicitation - US886516AC70 - USP91528AA03

27 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: The Province of Tierra del Fuego


"TIERRA DEL FUEGO, Argentina, Oct. 27, 2023 /PRNewswire/ -- In light of new Argentine Central Bank Regulation issued on June 1, 2023, (Communication "A" 7782), the Province of Tierra del Fuego (the "Province") announced today that it is seeking to modify the terms of its 8.950% Secured Amortizing Notes due 2027 (the "Notes") and to that end it has commenced a solicitation of consents from Eligible Holders (as defined below) to amend the Notes, the indenture governing the Notes (the "Indenture") and the Collateral (as defined in the Indenture) (the "Consent Solicitation"). The Consent Solicitation is being made on the terms and subject to the conditions set forth in the consent solicitation statement dated October 27, 2023 (the "Consent Solicitation Statement").


The following table sets forth certain information relating to the Notes:"


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"Background for the Consent Solicitation


On June 1, 2023, Communication "A" 7782 issued by the Argentine Central Bank established that item 3.17 of the FX Regulations shall also be applicable, beginning on June 2, 2023, to local governments', including the Province's, capital maturities corresponding to issues of debt securities registered abroad, other financial indebtedness abroad or issues of debt securities with public registration in Argentina and denominated in foreign currency. In the case of maturities for transactions registered up to July 18, 2023, item 3.17 of the FX Regulations requires the mandatory refinancing of principal maturities of liabilities denominated in foreign currency. Subject to certain exceptions, access to the foreign exchange market is now limited to 40% of the principal due, with the remaining 60% now required to be refinanced with new indebtedness with an average life of two years. Plans for any such refinancing must be previously submitted to the Central Bank in order for access to the foreign exchange market to be granted.


As a result of these new regulations, the Province intends to pay the upcoming principal amortization and interest payment falling due on October 17, 2023 in accordance with currently applicable laws and regulations (including the foreign exchange limitations described above) and the terms and conditions of the Indenture and the Notes, including through funding a portion of the payment through amounts currently held in the Debt Service Reserve Account (as defined in the Indenture).


We have not registered the Consent Solicitation or the Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. The consents may not be solicited in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Consents are being solicited only from holders of the Notes that are: (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") or (2) outside the United States in compliance with Regulation S under the Securities Act ("Regulation S") and otherwise eligible to receive this solicitation under the laws of their jurisdiction (each, an "Eligible Holder"). Only Eligible Holders who have certified that they are within one of the categories described in the immediately preceding sentence via the Consent Website are authorized to receive and review the Consent Solicitation Statement and to participate in the Consent Solicitation."


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