The Province of Jujuy
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OFFERING MEMORANDUM The Province of Jujuy (A Province of Argentina) US$210,000,000 8.625% Notes due 2022 The Province of Jujuy (the “Province”) is offering US$210,000,000 aggregate principal amount of its 8.625% notes due 2022 (the “Notes”). The Province will pay interest on the Notes on March 20 and September 20 of each year, beginning on March 20, 2018. The Notes will mature on September 20, 2022. The Notes will be direct, general, unconditional, unsecured and unsubordinated Public External Indebtedness (as defined below) of the Province, ranking without any preference among themselves and equally with all other unsecured, unsubordinated Public External Indebtedness of the Province. It is understood that this provision shall not be construed so as to require the Province to make payments under the Notes ratably with payments being made under any other Public External Indebtedness of the Province. Application has been made to list the Notes on the Luxembourg Stock Exchange, and to have the Notes admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange, and the Province has also applied to list and trade the Notes on the Bolsas y Mercados Argentinos S.A. (“ByMA”) and to have the Notes admitted for trading on the Mercado Abierto Electrónico S.A. (“MAE”). Furthermore, application has been made for the notes to be inscribed on the Luxembourg Green Exchange platform, or the LGX platform. Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page 8 of this offering memorandum. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) or the securities laws of any other jurisdiction. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities law of any other jurisdiction. Accordingly, the Notes are being offered only to persons outside the United States in reliance on Regulation S of the Securities Act. For further details about eligible offerees and resale restrictions, see “Notice to Investors.” ___________________ Price to investors: 100% plus accrued interest, if any, from September 20, 2017 ___________________ The Notes will be issued in registered form in denominations of US$150,000 and in integral multiples of US$1,000 in excess thereof. The Notes will be represented by a permanent global note in fully registered form without interest coupons and will be registered in the name of a nominee of a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System ( “Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) and deposited with a common depositary for Euroclear or Clearstream on or about September 20, 2017. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended. ___________________ Joint Lead Managers BCP Securities Santander Arranger 34° Sur Local Placement Agents BACS Banco de Crédito y Banco Hipotecario S.A. Securitización S.A. ___________________ The date of this offering memorandum is September 13, 2017. TABLE OF CONTENTS Page IMPORTANT NOTICES...................................................................................................................... ii ENFORCEMENT OF CIVIL LIABILITIES .......................................................................................... iv DEFINED TERMS AND CONVENTIONS ........................................................................................... vi PRESENTATION OF FINANCIAL AND OTHER INFORMATION ....................................................... ix EXCHANGE RATES AND EXCHANGE CONTROLS ........................................................................ xii FORWARD-LOOKING STATEMENTS ............................................................................................ xiv SUMMARY........................................................................................................................................1 SUMMARY TERMS AND CONDITIONS OF THE NOTES ...................................................................6 RISK FACTORS .................................................................................................................................8 USE OF PROCEEDS ......................................................................................................................... 30 THE PROVINCE OF JUJUY .............................................................................................................. 32 THE PROVINCIAL ECONOMY ........................................................................................................ 40 PROVINCIAL ENTITIES .................................................................................................................. 56 PUBLIC SECTOR FINANCES ........................................................................................................... 58 BUDGET ......................................................................................................................................... 73 PUBLIC SECTOR DEBT ................................................................................................................... 78 DESCRIPTION OF THE NOTES........................................................................................................ 86 BOOK ENTRY DELIVERY & FORM ................................................................................................ 98 NOTICE TO INVESTORS ............................................................................................................... 100 TAXATION.................................................................................................................................... 105 DEALER MANAGERS ................................................................................................................... 109 OFFICIAL STATEMENTS .............................................................................................................. 111 VALIDITY OF THE NOTES............................................................................................................ 112 GENERAL INFORMATION ............................................................................................................ 113 i IMPORTANT NOTICES You should rely only on the information contained in this offering memorandum. The Province has not, and the Dealer Managers (as defined below) and the Local Placement Agents (as defined below), have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Province is not, and the Dealer Managers (as defined below) are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this offering memorandum is accurate only as of the date on the front cover of this offering memorandum and may have changed since that date. The Province is relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing Notes, you will be deemed to have made the acknowledgements, representations, warranties and agreements described under the section “Notice to Investors” in this offering memorandum. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. Neither the delivery of this offering memorandum nor any sale made hereunder will, under any circumstances, imply that the information herein is correct as of any date subsequent to the date of the cover of this offering memorandum. This offering memorandum may only be used for the purposes for which it has been published. This offering memorandum may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this offering memorandum, you agree to these restrictions. See “Notice to Investors.” This offering memorandum is based on information provided by the Province and other sources that the Province believes are reliable. The Province cannot assure you that information from other sources is accurate or complete. This offering memorandum summarizes certain documents and other information, and the Province refers you to them for a more complete understanding of what the Province discusses in this offering memorandum. In making an investment decision, you must rely on your own examination of the Province and the terms of the offering and the Notes, including the merits and risks involved. After having made all reasonable inquiries, the Province confirms that it accepts responsibility for the information it has provided in this offering memorandum and assumes responsibility for the correct reproduction of the information contained herein. To the best of the Province’s knowledge and belief, having taken all reasonable care to ensure such is the case, the information contained in this offering memorandum is in accordance with the facts and contains no omission likely to affect their importance. BCP Securities, LLC and Banco Santander, S.A. will act as dealer managers (together, the “Dealer Managers”), BACS Banco de Crédito y Securitización S.A. and Banco Hipotecario S.A. will act