BUENOS AIRES, ARGENTINA (By GEMSA, 10.Apr.2026, Words: 619) — Generación Mediterránea S.A. (GEMSA) and Central Térmica Roca S.A. (CTR) announced commencement of an offer to holders thereof to exchange any and all of the companies’ outstanding 9.625% senior notes due 2027 for the companies’ newly issued fixed rate step-up senior notes due 2036:
NOTES:
- The Existing Notes are currently listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST“) and are listed on BYMA and traded on A3 Mercados (each as defined herein).
- This amount does not reflect any amortizations.
- The outstanding principal amount of the Existing Notes of US$117,088,652 is subject to a variable amortization factor (the “Amortization Factor“) which is calculated in accordance with amortization payments made in accordance with the terms and conditions of the Existing Notes. No future amortizations are expected to be made by the companies under the Existing Notes. As of the date hereof, and on or after the Early Participation Date and the Expiration Date, the Amortization Factor is, and is expected to be, 64%.
- Per US$1,000 principal amount of the Existing Notes before the application of the relevant amortization factor to the outstanding principal amount of the Existing Notes that are validly tendered, and not validly withdrawn and accepted for exchange in the Exchange Offer.
- A principal amount of New Notes equal to US$724 per US$1,000 principal amount of Existing Notes before the application of the relevant amortization factor that is contemplated in the Exchange Consideration and accounts for the capitalization in full of accrued and unpaid interest (excluding any defaulted interest) under the Existing Notes through the Reference Date. No accrued interest after March 31, 2026 (the “Reference Date“) is contemplated in the Exchange Consideration (whether in the form of New Notes, in cash or otherwise) and the companies do not expect to otherwise pay accrued interest on the Existing Notes (whether in the form of New Notes, in cash or otherwise) at any time after the Reference Date, excluding, for the avoidance of doubt, in the form of Early Tender Premium as detailed below.
- Except for the Early Tender Premium, no additional consideration will be paid in connection with the Offer and Solicitation (as defined below). The Early Tender Premium will be applied to the outstanding principal amount of Existing Notes reflecting all amortizations through the date of this Exchange Offer Memorandum and Solicitation Statement (which amounts to US$74,936,737 as set forth in the table above), plus accrued and unpaid interest thereon through the Reference Date (which amounted to US$9,866,670).
- Regardless of whether the Exchange Offer is consummated or not, Eligible Holders validly tendering (and not validly withdrawing) their Existing Notes in the Exchange Offer will provide an APE Instruction in order to accept the restructuring of the debt evidenced by the Existing Notes by means of an out-of-court reorganization agreement pursuant to the provisions of Title II, Chapter VII of the Argentine Bankruptcy Law (Ley de Concursos y Quiebras).
- The Early Tender Premium shall only be paid to Eligible Holders of Existing Notes that participate in the Offer and Solicitation on or prior to the Early Participation Date even if the Companies decide to pursue the Companies’ APE. The Early Tender Premium shall accrue from (and including) the Reference Date to (but excluding) the applicable Settlement Date (as defined herein) and will be computed on the basis of a 365-day year and actual number of days elapsed.
- As of the Reference Date, accrued and unpaid compensatory interest under the Existing Notes amounted to US$9,866,670 and accrued and unpaid default interest (accrued on overdue principal and interest) amounted to US$1,775,230. The Early Tender Premium corresponds to a portion of unpaid compensatory and default interest under the Existing Notes accrued until the Settlement Date.
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