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Last updated on April 16, 2014 at 1:21 EDT

Clarendon Alumina Production Limited (“CAP”) recommends participation in the Exchange Offer by The Government of Jamaica (“Jamaica”) for CAP’s outstanding 8.50% Amortizing Notes due 2021

August 14, 2013

KINGSTON, Jamaica, Aug. 14, 2013 /PRNewswire/ — On July 31, 2013, The Government of Jamaica (“Jamaica”) announced an offer to exchange (the “Exchange Offer”) with Eligible Holders (as defined below) of the 8.50% amortizing notes due 2021 issued by Clarendon Alumina Production Limited (“CAP”) and guaranteed by Jamaica (the “CAP Notes”) (ISIN: US180351AA60 and USP28148AA54; CUSIP: 180351AA6 and P28148AA5). Jamaica is offering to exchange any and all CAP Notes held by such Eligible Holders for 8.50% amortizing notes due 2021 to be issued by Jamaica (the “2021 Jamaica Notes”) pursuant to the invitation to the exchange and consent solicitation statement, dated July 31, 2013 (the “Invitation Statement”).

In conjunction with the Exchange Offer, CAP commenced a solicitation (the “Consent Solicitation”) of consents (the “Consents”) to amend certain provisions (the “Proposed Amendments”) of the fiscal agency agreement under which the CAP Notes were issued (the “CAP Fiscal Agency Agreement”), which will have the effect of eliminating certain covenants, change of control restrictions and events of default contained in the CAP Fiscal Agency Agreement that afford protection to the holders of the CAP Notes.

The Exchange Offer and the Consent Solicitation are being carried out in connection with an alumina sales agreement that was entered into between CAP and Noble Resources Ltd. (“Noble”) on June 17, 2013 (the “Alumina Sales Agreement”), pursuant to which CAP will provide and perfect a security interest for the benefit of Noble over the approximately 45% interest it holds as a co-tenant in common in the assets of Jamalco, a joint venture with Alcoa Minerals of Jamaica, an indirect subsidiary of Alcoa Inc. This security interest will be granted upon the successful completion of the Exchange Offer and Consent Solicitation.

Only holders of CAP Notes that have properly completed and returned the holder eligibility letter (which is available at http://www.bondcom.com/CAP or can be obtained by contacting the information and exchange agent identified below) and that satisfy the criteria therein, which are referred to as “Eligible Holders,” are authorized to receive and review the Invitation Statement and to participate in the Exchange Offer and the Consent Solicitation. All Eligible Holders should review the Invitation Statement.

CAP announced today that it recommends that Eligible Holders participate in the Exchange Offer because CAP considers it to be in its best interests for the Exchange Offer to be successfully consummated.

Bondholder Communications Group, LLC has been appointed as the information and exchange agent for the Exchange Offer and the Consent Solicitation. Holders that wish to participate in the Exchange Offer and the Consent Solicitation must complete a holder eligibility letter at http://www.bondcom.com/CAP. A holder may contact the information and exchange agent at +1 (212) 809-2663 or +44 (0)20 7382 4580.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any 2021 Jamaica Notes or CAP Notes. The Exchange Offer and the Consent Solicitation are being made solely by the Invitation Statement.

The Exchange Offer and Consent Solicitation do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Forward-Looking Statements

This release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on Jamaica’s and CAP’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. Neither Jamaica nor CAP is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Invitation Statement.

For more information please contact:

Clarendon Alumina Production Limited

Winston Hayden
Managing Director
Phone: +1 876 927 2732
E-mail: whayden.capltd@gmail.com

SOURCE Clarendon Alumina Production Limited


Source: PR Newswire