Clearstream Announcement

FWP 1 dfwp.htm CLEARSTREAM ANNOUNCEMENT Clearstream Announcement

CUSTOMER ACCOUNT DETAILS

--------- EVENT + STATUS ---------

EVENT TYPE EXCHANGE OFFER

EVENT ID 0000000038564148

ANNOUNCEMENT DATE 10-JAN-2006

LAST AMENDED 10-JAN-2006

INFORMATION STATUS COMPLETE

-------- SECURITY DETAILS --------

SECURITY USD 10,75 PANAMA,REP. OF 00-2020

COMMON CODE 011426743 ISIN CODE US698299AM62

INSTRUMENT TYPE BOND

EXERCISE PERIOD 10-JAN-2006 UNTIL 17-JAN-2006 INCLUDED

----- HOLDINGS + ENTITLEMENT -----

HOLDING & ENTITLEMENT DETAILS

POS DTLS: SLB, DRAWN, PLEDGE, BLOCK

------------ PROCEEDS ------------

------------ CHOICE 1 ------------

-------- SECURITY PROCEEDS -------

SECURITY PROCEEDS TECHNICAL CODE FOR UNKNOWN PROCEEDS

COMMON CODE 022555251

CLEARSTREAM DEP CDE 01

DEPOSITORY NAME TO FIX

ENTITLEMENT RATIO 0 COMMON/ORDINARY SHARE

FOR 1000 BOND NOMINAL

SETTLEMENT DATE TO BE DETERMINED

CLEARSTREAM ELGBLE Y

DENOMINATIONS 1

MINIMUM TRADE 1

ODD/LOTS FRACTIONS FRACTIONS CANCELLED

------------ CHOICE 2 ------------

-------- SECURITY PROCEEDS -------

SECURITY PROCEEDS TECHNICAL CODE FOR UNKNOWN PROCEEDS

COMMON CODE 022555251

CLEARSTREAM DEP CDE 01

DEPOSITORY NAME TO FIX

ENTITLEMENT RATIO 0 COMMON/ORDINARY SHARE

FOR 1000 BOND NOMINAL

SETTLEMENT DATE TO BE DETERMINED

CLEARSTREAM ELGBLE Y

DENOMINATIONS 1

MINIMUM TRADE 1

ODD/LOTS FRACTIONS FRACTIONS CANCELLED

--------- ADDITIONAL INFO --------

++1.INVITATION++

PANAMA IS INVITING HOLDERS OF 2020 BONDS, 2023

BONDS, 2027 BONDS, 2029 BONDS AND 2034 BONDS TO

SUBMIT ONE OR MORE OFFERS TO EXCHANGE OLD BONDS

FOR NEWLY ISSUED 2036 BONDS, PURSUANT TO A REVERSE MODIFIED DUTCH AUCTION ON THE TERMS AND

SUBJECT TO THE CONDITIONS DESCRIBED IN THE

PROSPECTUS SUPPLEMENT DATED JANUARY 10, 2006 TO THE

PROSPECTUS DATED NOVEMBER 4, 2005.

++2. CONSIDERATION++

IF YOU OFFER TO EXCHANGE OLD BONDS FOR 2036

BONDS PURSUANT TO THE INVITATION AND PANAMA

ACCEPTS YOUR EXCHANGE OFFER, YOU WILL RECEIVE,

IN EXCHANGE FOR EACH USD 1,000.00 OF PRINCIPAL

AMOUNT OF THE SERIES OF OLD BONDS BEING

EXCHANGED, A PRINCIPAL AMOUNT OF 2036 BONDS

EQUAL TO:

USD 1,000.00 MULTIPLIED BY THE PRODUCT OF THE RELEVANT OLD BOND

EXCHANGE PRICE DIVIDED BY THE 2036 BOND ISSUE

PRICE PLUS AMOUNTS IN CASH IN RESPECT OF ROUNDING AND ACCRUED INTEREST AS APPLICABLE.

THE OLD BOND EXCHANGE PRICE IS THE PRICE PER

USD 1,000.00 OF PRINCIPAL AMOUNT FOR THE

RELEVANT SERIES OF OLD BONDS AS DETERMINED

PURSUANT TO THE REVERSE MODIFIED DUTCH AUCTION,

AND THE 2036 BOND ISSUE PRICE IS THE PRICE PER

USD 1,000.00 PRINCIPAL AMOUNT SET FOR THE 2036

BONDS.

++3. ACCRUED INTEREST++

IF YOUR OLD BONDS ARE ACCEPTED AT THE EXCHANGE

YOU WILL RECEIVE AN AMOUNT IN CASH IN USD

EQUAL TO THE ACCRUED BUT UNPAID INTEREST FROM

THE LAST INTEREST PAYMENT DATE FOR EACH RELEVANT

OLD BOND ON THE OUTSTANDING PRINCIPAL AMOUNT OF

YOUR OLD BONDS ACCEPTED FOR EXCHANGE TO (BUT NOT

INCLUDING) THE SETTLEMENT DATE.

++4. CALCULATION OF OLD BOND EXCHANGE PRICE AND

2036 BOND ISSUE PRICE++

PLEASE REFER TO THE PROSPECTUS SUPPLEMENT.

++5. COMPETITIVE AND NON COMPETITIVE OFFER++

YOUR EXCHANGE OFFER MAY BE EITHER:

A: A COMPETITIVE OFFER, WHICH SPECIFIES WITH

RESPECT TO THE RELEVANT SERIES OF OLD BONDS THE

MAXIMUM SPREAD LOWER THAN THE MAXIMUM CLEARING SPREAD ANNOUNCED BY PANAMA THAT YOU WOULD ACCEPT AS THE CLEARING SPREAD FOR

YOUR OLD BONDS. YOUR OFFER SPREAD MUST BE

EXPRESSED AS A PERCENTAGE AND ONLY IN INCREMENTS

OF 0.01 PCT.

B: A NONCOMPETITIVE OFFER, WHICH DOES NOT

SPECIFY ANY SUCH SPREAD, OR WHICH SPECIFIES AN

OFFER SPREAD THAT IS EQUAL TO OR GREATER THAN

THE MAXIMUM CLEARING SPREAD ANNOUNCED BY

PANAMA.

IF YOU SUBMIT A COMPETITIVE OFFER AND PANAMA

ACCEPTS YOUR COMPETITIVE OFFER, YOU WILL BE

ENTITLED TO THE BENEFIT OF THE APPLICABLE

CLEARING SPREAD, EVEN IF YOU SPECIFIED A HIGHER

SPREAD IN YOUR COMPETITIVE OFFER. IF, HOWEVER,

YOU SPECIFY A SPREAD THAT IS LOWER THAN THE

CLEARING SPREAD SELECTED BY PANAMA FOR THE

RELEVANT SERIES OF OLD BONDS, YOU WILL NOT BE

ENTITLED TO PARTICIPATE IN THE EXCHANGE OF THE

OLD BONDS FOR THE 2036 BONDS.

ALTERNATIVELY, IF YOU SUBMIT A NONCOMPETITIVE

OFFER AND PANAMA ACCEPTS YOUR NONCOMPETITIVE

OFFER, YOU WILL BE ENTITLED TO THE BENEFIT OF

THE CLEARING SPREAD WHICH WILL BE EQUAL TO OR

LOWER THAN THE MAXIMUM APPLICABLE CLEARING

SPREAD ANNOUNCED BY PANAMA.

++6. PRORATION++

THE OFFER MAY BE SUBJECT TO PRORATION.

++7. ROUNDING

BECAUSE PANAMA WILL ISSUE 2036 BONDS ONLY IN MINIMUM DENOMINATIONS OF USD 1,000.00 AND INTEGRAL MULTIPLES OF USD 1,000.00 IN EXCESS THEREOF, THE AGGREGATE PRINCIPAL AMOUNT OF THE 2036 BONDS THAT WILL BE ISSUED TO ANY EXCHANGING BONDHOLDER PURSUANT TO ALL OF ITS ACCEPTED EXCHANGE OFFERS, IF NOT AN INTEGRAL MULTIPLE OF USD 1,000.00, WILL BE ROUNDED DOWNWARD TO THE NEAREST INTEGRAL MULTIPLE OF USD 1,000.00, AND YOU WILL RECEIVE AN AMOUNT IN CASH IN U.S. DOLLARS IN RESPECT OF SUCH ROUNDING EQUAL TO THE DECREASE IN AGGREGATE PRINCIPAL AMOUNT OF THE 2036 BONDS THAT YOU WILL RECEIVE AS A RESULT OF SUCH ROUNDING MULTIPLIED BY THE 2036 BOND ISSUE PRICE.

++8WITHDRAWAL RIGHTS++

INSTRUCTIONS CAN BE WITHTHDRAWN UP TO THE

CLEARSTREAM DEADLINE.

++9. EXCHANGE OFFERS SUBMITTED BY THE JOINT DEALER

MANAGERS.

YOU MAY REQUEST THAT A JOINT DEALER MANAGER

SUBMIT AN EXCHANGE OFFER ON YOUR BEHALF. IN

ORDER TO DO THIS, YOU WILL NEED TO COMMUNICATE

YOUR REQUEST TO SUCH JOINT DEALER MANAGER, WHO

IS UNDER NO OBLIGATION TO ACT ON YOUR BEHALF AND

MAY IMPOSE ADDITIONAL CONDITIONS ON EXCHANGE

OFFERS MADE BY SUCH JOINT DEALER MANAGER ON YOUR

BEHALF. PANAMA WILL NOT REQUIRE ANY HOLDER

MAKING AN EXCHANGE OFFER THROUGH A JOINT DEALER

MANAGER OR A JOINT DEALER MANAGER SUBMITTING AN

EXCHANGE OFFER ON ITS OWN BEHALF TO DELIVER

BLOCKING OR BOND INSTRUCTIONS PRIOR TO THE

EXPIRATION DATE. BUT THE HOLDER FROM WHOSE

CLEARSTREAM, ACCOUNT THE OLD BONDS WILL BE

DEBITED, OR THE JOINT DEALER MANAGER, MUST

DELIVER, AND CLEARSTREAM MUST RECEIVE, BOND

INSTRUCTIONS WITH RESPECT TO ANY SUCH EXCHANGE

OFFERS ACCEPTED BY PANAMA NO LATER THAN TWO

TRADING DAYS AFTER THE ANNOUNCEMENT DATE. PLEASE

REFER TO THE PROSPECTUS FOR THE JOINT DEALER MANAGERS

DETAILS.

++10. RESTRICTIONS++

THIS OFFER IS SUBJECT TO RESTRICTIONS IN

ARGENTINA, BAHAMAS, BRAZIL, CANADA, FRANCE,

AUSTRIA, BELGIUM, PORTUGAL, IRELAND, SPAIN,

NETHERLANDS, ITALY, FRANCE, UNITED KINGDOM AND SWITZERLAND. PLEASE REFER TO THE

PROSPECTUS SUPPLEMENT FOR FULL DETAILS.

++11. PROSPECTUS SUPPLEMENT++

DUE TO COUNTRY RESTRICTIONS, CLEARSTREAM IS NOT

ALLOWED TO PROVIDE THE PROSPECTUS SUPPLEMENT. IT

CAN BE OBTAINED UPON REQUEST TO THE EXCHANGE

AGENT:

CITIBANK, N.A.

CITIGROUP CENTRE, CANADA SQUARE, CANARY WHARF

LONDON E14 5LB.

ATTENTION: EXCHANGE OPERATIONS.

REFERENCE: REPUBLIC OF PANAMA EXCHANGE OFFER.

FACSIMILE: + 44 20 7508 3866

TELEPHONE: + 44 20 7508 3867

E-MAIL: EXCHANGE.GATS(AT)CITIGROUP.COM

++12. TIME SCHEDULE++

10JAN06: COMMENCEMENT OF THE INVITATION.

17JAN06, 9.00 AM NEW YORK TIME: ANNOUNCEMENT OF

2036 BOND SPREAD AND MAXIMUM CLEARING SPREADS ON

OLD BONDS.

17JAN06, 4:30 PM NEW YORK TIME: SUBMISSION

PERIOD ENDS.

++13. HOW TO INSTRUCT++

1. COMPETITIVE OFFER (EXPRESSED AS A PERCENTAGE

AND ONLY IN INCREMENTS OF 0.01 PCT).

2. NON COMPETITIVE OFFER

3. TAKE NO ACTION

BY INSTRUCTING, YOU AUTHORIZE CLEARSTREAM TO

DISCLOSE YOUR ACCOUNT DETAILS TO THE EXCHANGE

AGENT.

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE PROSPECTUS SUPPLEMENT AND DOES NOT CONSTITUTE A LEGALLY

BINDING DESCRIPTION OF THE CHOICES OFFERED TO

CLEARSTREAM BANKING CUSTOMERS AND CANNOT BE

RELIED UPON AS SUCH. CB CUSTOMERS ARE CONSIDERED

TO UNDERSTAND THE OFFER AND TO INSTRUCT CB

ACCORDINGLY. CUSTOMERS MAY WISH TO SEEK

INDEPENDENT LEGAL ADVICE ON THE INTERPRETATION

OF THE OFFER. THIS NOTIFICATION CAN NOT BE

REPRODUCED OR TRANSMITTED IN ANY FORM OR BY ANY

MEANS, IF NEITHER YOU NOR THE ADDRESSEE IS

ENTITLED TO PARTICIPATE IN THE RELEVANT

CORPORATE ACTION. YOU SHALL BEAR SOLE

RESPONSIBILITY FOR ANY AND ALL HARMFUL

CONSEQUENCES, LOSSES OR DAMAGES, WHICH MAY BE

SUFFERED FOR ANY REASON BY YOURSELVES, THE

ADDRESSEE, THIRD PARTIES OR CB BY REPRODUCING OR

TRANSMITTING THE NOTIFICATION.

PANAMA HAS FILED A REGISTRATION STATEMENT (INCLUDING A

PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS

COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD

READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND

OTHER DOCUMENTS PANAMA HAS FILED WITH THE SEC FOR MORE

COMPLETE INFORMATION ABOUT PANAMA AND THIS OFFERING.

YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR

ON THE SEC WEBSITE AT WWW.SEC.GOV. ALTERNATIVELY, YOU

MAY OBTAIN THESE DOCUMENTS FREE OF CHARGE BY

CONTACTING THE INFORMATION AGENT, THE EXCHANGE AGENT,

THE LUXEMBOURG EXCHANGE AGENT OR ONE OF THE JOINT

DEALER MANAGERS. THE REGISTRATION STATEMENT REFERRED

TO ABOVE (INCLUDING THE PROSPECTUS) IS INCORPORATE HEREIN

BY REFERENCE AND MAY BE ACCESSED BY CLICKING THE

FOLLOWING HYPERLINK:

http://www.sec.gov/Archives/edgar/data/76027/000119312505214438/dsba.htm.

--------- HOW TO INSTRUCT --------

HOLDERS ARE KINDLY REQUESTED TO SEND THEIR

INSTRUCTIONS BY CREATIONONLINE OR AUTHENTICATED

SWIFT MESSAGE TO CLEARSTREAM BEFORE THE STATED

DEADLINE TO THE ATTENTION OF THE UNDERSIGNED.

YOUR INSTRUCTION SHOULD BE STRUCTURED AS FOLLOWS:

A) TO THE ATTENTION OF

CUST OPS CSD-CORP. ACT. LUX

SYLVAIN DEMANGE

B) EVENT TYPE EXCHANGE OFFER

C) EVENT ID CODE 0000000038564148

/OR COMMON CODE 011426743

/OR ISIN OF ISSUE US698299AM62

D) YOUR ACCOUNT NUMBER IN CLEARSTREAM

E) YOUR INSTRUCTIONS (COMBINATIONS OF) :

1. COMPETITIVE OFFER ( EXPRESSED AS A PERCENTAGE AND ONLY IN INCREMENTS OF 0.01 PCT).

2. NON COMPETITIVE OFFER

3. TAKE NO ACTION

F) CONTACT PERSON AND PHONE NUMBER FOR QUICK CONTACT

--------- DEFAULT ACTION ---------

NO ACTION TAKEN BY CLEARSTREAM

------- CLEARSTREAM DEADLINE -----

17-JAN-2006 10:00 CENTRAL EUROPEAN TIME

--------- CONTACT DETAILS --------

RESPONSIBLE NAME SYLVAIN DEMANGE

MARKET TEAM CUST OPS CSD-CORP. ACT. LUX

PHONE NUMBER +352 24 33 2614