CONFIDENTIAL Offering Memorandum 182,000,000 Preferred Shares Including Preferred Shares in the Form of American Depositary Shares
Total Page：16
File Type：pdf, Size：1020Kb
CONFIDENTIAL Offering Memorandum 182,000,000 Preferred Shares Including Preferred Shares in the Form of American Depositary Shares Cementos Argos S.A. (incorporated under the laws of Colombia) Including in the form of American Depositary Shares This is the initial public offering of preferred shares of Cementos Argos S.A. (the ‘‘Preferred Shares’’). We are offering 182,000,000 Preferred Shares in a global offering, which consists of an international offering in the United States and other countries outside Colombia and a concurrent Colombian offering. These Preferred Shares are being offered directly or in the form of American depositary shares (the ‘‘ADSs’’ and together with the Preferred Shares, the ‘‘Offered Securities’’). Each ADS represents five Preferred Shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs. The offering of the ADSs is being underwritten by the initial purchasers named in this offering memorandum. Existing shareholders who submit orders to buy Preferred Shares in the Colombian offering at the price to the public or above shall be allocated Preferred Shares on a priority basis in an amount up to their percentage ownership of ordinary shares of the Company as of the date of closing. The number of Preferred Shares available for sale to other investors in the international offering will be reduced to the extent that our existing shareholders subscribe on a priority basis for Preferred Shares in the Colombian offering and to the extent that Prefered Shares are allocated to other investors in the Colombian offering.The Preferred Shares purchased by investors outside Colombia will be settled in Colombia, paid for in Colombian pesos, and placed by the Colombian placement agents named elsewhere in this offering memorandum. Prior to this offering, there has been no public market for the Offered Securities. The initial public offering price is U.S.$21.03 per ADS and Ps.7,700 per Preferred Share. We have listed our Preferred Shares on the Colombian Stock Exchange (Bolsa de Valores de Colombia) under the symbol ‘‘PFCEMARGOS’’. Trading of our Preferred Shares in Colombia on the Colombian Stock Exchange will be conducted in Colombian pesos, in accordance with applicable Colombian regulations. Our ordinary shares are listed on the Colombian Stock Exchange under the symbol ‘‘CEMARGOS.’’ We have granted the initial purchasers an option for a period of 30 days to purchase from us up to 5,460,000 additional ADSs, representing 27,300,000 Preferred Shares, to cover over-allotments, if any. The Offered Securities have not and will not be registered under the U.S. Securities Act of 1933, as amended, which we refer to as the Securities Act, or under any U.S. state securities laws. Accordingly, the Offered Securities are being offered only to qualified institutional buyers pursuant to exemptions from registration under Rule 144A under the Securities Act, which we refer to as Rule 144A, and outside the United States in accordance with Regulation S under the Securities Act, which we refer to as Regulation S. Each purchaser of the Offered Securities is hereby notified that the sellers of the Offered Securities, as applicable, may be relying on the exemptions from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of the restrictions on offers and sales of the Offered Securities and distribution of this offering memorandum, see ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions.’’ Investing in the Offered Securities involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 18. The Offered Securities may not be offered or sold, directly or indirectly, in Colombia or any other jurisdiction or to any resident of Colombia or any such jurisdiction, except as permitted by applicable Colombian law or the laws of any such jurisdiction. The Preferred Shares have been registered with The Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores). Neither the registration nor the approval of the public offer issued by the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia), which we refer to as Superintendency of Finance, nor the registration of the Preferred Shares in the Colombian Stock Exchange, should be understood as a rating or assumption of liability by the Superintendency of Finance with respect to the issuer, price, quality or tradeability of the securities or of the issuance, or of our solvency. The registration of the Preferred Shares on the Colombian Stock Exchange should not be understood as a rating or assumption of liability by the Colombian Stock Exchange with respect to the issuer, price, quality or tradeability of the securities or of the issuance, or of our solvency. Delivery of the Preferred Shares in book-entry form is expected to be made on or about May 16, 2013 through the book-entry system of the Colombian Central Securities Depositary (Depósito Centralizado de Valores de Colombia—Deceval S.A., ‘‘Deceval’’) in Bogotá, Colombia. Delivery of the ADSs will be made through the book-entry facilities of The Depositary Trust Company on or about May 16, 2013. Global Coordinators and Joint bookrunners J.P. Morgan HSBC Joint Lead Managers (for the offering under Regulation S of the Securities Act only) Banca de Inversión Bancolombia Valores Bancolombia Joint bookrunners BofA Merrill Lynch Credit Suisse Itaú BBA The date of this offering memorandum is May 9, 2013. Geographic coverage You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum accessed from this page or otherwise received as a result of such access, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS DOCUMENT MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND, SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. CONFIRMATION OF YOUR REPRESENTATION: In order to be eligible to view this document or make an investment decision with respect to the securities, you must be either: (a) a QIB that is acquiring the securities for its own account or for the account of another QIB or (b) not a U.S. Person within the meaning of Regulation S under the Securities Act or have not received delivery of this electronic mail in the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. By accepting the email and accessing this document, you shall be deemed to have represented to us that you are outside the United States or that you are a QIB and that you consent to delivery of such document by electronic transmission. You are reminded that this document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers, as named in this document, or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of Cementos Argos S.A. in such jurisdiction. Under no circumstances shall this document constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this document who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the offering memorandum.