C.A. La Electricidad de Caracas Commences Offer to Purchase 10.25% Senior Guaranteed Notes Due 2014

CARACAS, Venezuela, March 7 /PRNewswire-FirstCall/ -- C.A. La Electricidad de Caracas ("EDC") announced today that its wholly-owned subsidiary, Electricidad de Caracas Finance B.V. (the "Company"), has commenced an offer to purchase for cash (the "Offer") any and all of the Company's 10.25% Senior Guaranteed Notes Due 2014 (the "Notes"). Approximately U.S.$260 million in aggregate principal amount of Notes are currently outstanding. Concurrently with the Offer, the Company is soliciting consents to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Notes that would eliminate substantially all the restrictive covenants contained in the indenture and the Notes and, as a result of such amendments, thereby eliminate certain events of default and would modify other related provisions of the indenture. Adoption of the proposed amendments requires the delivery of consents from holders of Notes constituting a majority in aggregate principal amount of the Notes outstanding, other than Notes owned by EDC or its affiliates (the "Requisite Consents"). The terms and conditions of the Offer and consent solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") dated March 7, 2008.

The Offer will expire at midnight, New York City time, on April 8, 2008 unless extended or earlier terminated by the Company at its sole discretion (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). Holders of the Notes must tender, and not withdraw, their Notes and deliver their consents on or prior to 5:00 p.m., New York City time, on March 24, 2008, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended or earlier terminated, the "Early Consent Date") to be eligible to receive the Total Consideration (as defined below). Holders of the Notes must tender their Notes and deliver their consents on or prior to the Expiration Date to be eligible to receive the Tender Offer Consideration (as defined below). Validly tendered Notes may be withdrawn and consents revoked until 5:00 p.m., New York City time, on March 24, 2008 (such date and time, as the same may be extended, the "Withdrawal Date").

The total consideration (the "Total Consideration") for each U.S.$1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offer will be an amount equal to (i) the present value on the Settlement Date (as defined below) of U.S.$1,051.25 per U.S.$1,000 principal amount of the Notes (the redemption price payable for the Notes on October 15, 2009, the first date on which the Notes are redeemable at a fixed redemption price (the "Earliest Redemption Date") and the present value of all scheduled interest payments on the Notes from the Settlement Date up to and including the Earliest Redemption Date, calculated based on the assumption that the Notes will be redeemed in full on the Earliest Redemption Date, discounted on the basis of a yield to the Earliest Redemption Date equal to the sum of (a) the yield to maturity on the 33/8% U.S. Treasury Note due October 15, 2009 (the "Reference Security"), as calculated by the Dealer Manager, in accordance with standard market practice, based on the bid side price for such Reference Security as of 2:00 p.m., New York City time, on the second business day immediately preceding the Expiration Date, as displayed on the Bloomberg Government Pricing Monitor on Page "PX4" or any recognized quotation source selected by the Dealer Manager in its sole discretion if the Bloomberg Government Pricing Monitor is unavailable or is manifestly erroneous, plus (b) 50 basis points, minus (ii) accrued and unpaid interest from the latest payment date to, but not including, the Settlement Date ("Accrued Interest"), plus (iii) U.S.$20 per U.S.$1,000 principal amount of the Notes (the "Early Consent Payment"), being rounded to the nearest cent per U.S.$1,000 principal amount of the Notes. The Total Consideration minus the Early Consent Payment is referred to herein as the "Tender Offer Consideration."

Holders whose Notes are tendered and accepted for payment by the Company pursuant to the Offer will be paid accrued and unpaid interest on such Notes from the most recent payment of interest preceding the Settlement Date to, but not including, the Settlement Date. The "Settlement Date" is the date on which the Company will pay to holders who have validly tendered their Notes the Total Consideration or the Tender Offer Consideration, as applicable. Payments with respect to the Offer will be made promptly following the Expiration Date.

Holders who tender their Notes in the Offer, by tendering such Notes, will have consented to the Proposed Amendments. A holder may not consent to the Proposed Amendments without tendering its Notes, and may not tender Notes without having consented to the Proposed Amendments. A holder may not revoke its consent unless such holder validly withdraws its previously tendered Notes prior to the Withdrawal Date.

The Company's obligation to accept for purchase and to pay the Total Consideration or Tender Offer Consideration, as applicable, for each of the Notes validly tendered in the tender offer is subject to, and conditioned upon, the satisfaction or waiver of the following: (i) the receipt of the Requisite Consents and the execution of amendments to the indenture and each of the other related transaction documents implementing the Proposed Amendments; (ii) the issuance and receipt of funds from a new issuance of debt securities in transactions exempt from registration under the United States Securities Act of 1933, as amended, or receipt of funds from other financing sources, in an amount sufficient to fund the purchase of any and all validly tendered and not withdrawn Notes accepted for purchase in accordance with the terms of the Offer to Purchase and all related fees and expenses; and (iii) certain other customary conditions set forth in the Offer to Purchase.

The Company, however, may accept tenders and pay the Total Consideration or Tender Offer Consideration, as applicable, even if it does not receive the Requisite Consents.

The Company reserves the right to extend, amend or terminate the Offer and Consent Solicitation at any time.

The Company has retained ABN AMRO Bank N.V. to serve as the Dealer Manager for the Offer and the consent solicitation. Questions concerning the terms of the Offer may be directed to ABN AMRO Bank N.V. at 1-212-409-7530. Copies of the Offer to Purchase may be obtained by calling the information agent, D.F. King & Co., Inc., toll-free at 1-800-829-6551 or at 1-212-269-5550 (banks and brokerage firms).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase.

The Offer does 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. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which the Dealer Manager, or any affiliates thereof, are so licensed, such Offer shall be deemed to have been made by the Dealer Manager, or such affiliates, on behalf of the Company. The Company is making the Offer only in those jurisdictions where it is legal to do so. See the section of the Offer to Purchase entitled "Certain Legal Restrictions."

Source: C.A. La Electricidad de Caracas

CONTACT: Tom Long of D.F. King & Co., Inc., +1-212-493-6920

2008-03-07 16:33:56 0307499 PRNEWSWIRE