Obligation Republic of Peru 1.25% ( XS2314020806 ) en EUR

Republic of Peru

84.05 % ▼

Perou

XS2314020806 ( en EUR )

1.25% par an ( paiement annuel )

10/03/2033

Prospectus brochure de l'obligation Peru XS2314020806 en EUR 1.25%, échéance 10/03/2033

11/03/2027 ( Dans 341 jours )

Gouvernement souverain du Pérou accédant aux marchés internationaux pour soutenir sa croissance et ses réformes économiques.

L'Obligation émise par Republic of Peru ( Perou ) , en EUR, avec le code ISIN XS2314020806, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/03/2033

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-252387
PROSPECTUS SUPPLEMENT
(To prospectus dated February 8, 2021)
Republic of Peru
825,000,000 1.250% Euro-Denominated Global Bonds Due 2033
The Republic of Peru is offering 825,000,000 aggregate principal amount of its 1.250% Euro-Denominated Global Bonds Due 2033 (the "bonds"). The bonds
will bear interest at the rate of 1.250% per year, accruing from March 11, 2021. Interest on the bonds is payable annually on March 11 of each year, beginning on March
11, 2022. The final maturity of the bonds will be March 11, 2033.
We may redeem the bonds, in whole or in part, at any time or from time to time prior to December 11, 2032 (three months prior to the maturity date of the bonds)
by paying the greater of the outstanding principal amount of the bonds and a "make-whole" amount. In addition, we may redeem the bonds, in whole or in part, at any
time or from time to time on or after December 11, 2032 (three months prior to the maturity date of the bonds), at a redemption price equal to 100% of the principal
amount of the bonds to be redeemed, plus accrued and unpaid interest. See "Description of the Bonds--Optional Redemption."
The bonds will be direct, general, unconditional, unsubordinated and unsecured obligations of Peru. The bonds will rank equally, without any preference among
themselves, with all of Peru's other existing and future unsecured and unsubordinated obligations relating to external indebtedness of Peru, as described under
"Description of the Securities--Debt Securities--Defined Terms" in the accompanying prospectus.
The bonds will contain provisions regarding acceleration and future modifications to their terms, including "collective action clauses." Under these provisions,
which differ from the terms of Peru's external indebtedness issued prior to August 6, 2015 and which are described in "Description of the Bonds--Collective Action
Clauses," "Description of the Bonds--Meetings, Amendments and Waivers--Collective Action" in this prospectus supplement and in "Description of the
Securities--Debt Securities--Default; Acceleration of Maturity," "Description of the Securities--Debt Securities--Collective Action Clauses" and "Description of the
Securities--Debt Securities--Meetings, Amendments and Waivers--Collective Action" in the accompanying prospectus, Peru may amend the payment provisions of
any series of its debt securities (including the bonds) and other reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single series
of debt securities, more than 75% of the aggregate principal amount outstanding of such series; (2) with respect to two or more series of debt securities, if certain
"uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 662/3% of the aggregate principal amount of the outstanding
securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding securities
of each series affected by the proposed modification, taken individually.
We will apply to admit the bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. This Prospectus
supplement and the accompanying prospectus, together with the documents incorporated by reference, constitute a prospectus for purposes of Part IV of the Luxembourg
law on prospectuses for securities dated July 16, 2019.
Proceeds to Peru
Underwriting
(before expenses and
Price to Public(1)
Fee(2)
underwriting fee)(3)
1.250% Euro-Denominated Global Bonds Due 2033
99.734%
309,375

822,805,500
(1)
Plus accrued interest, if any, from March 11, 2021.
(2)
See "Underwriting."
(3)
See "Use of Proceeds."
The bonds will be ready for delivery in book-entry form only through the facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against payment on or about March 11, 2021.
Global Coordinators and Bookrunners
BofA Securities
J.P. Morgan
Morgan Stanley
April 7, 2021

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference is accurate only as of its date. Our financial condition and prospects may
have changed since that date.
TABLE OF CONTENTS
Page
Prospectus Supplement
About this Prospectus Supplement and the Accompanying Prospectus
S-1
Incorporation by Reference
S-3
Forward-Looking Statements
S-4
Sovereign Immunity
S-5
Certain Legal Restrictions
S-6
Summary of the Offering
S-7
Risk Factors
S-10
Use of Proceeds
S-11
Description of the Bonds
S-12
United States Federal Income Tax Considerations
S-23
Peru Taxation
S-23
Underwriting
S-24
Validity of the Bonds
S-30
General Information
S-31
Page
Prospectus
About This Prospectus
i
Data Dissemination
i
Use of Proceeds
1
Description of the Securities
2
Taxation
19
Plan of Distribution
25
Official Statements
27
Validity of the Securities
28
Authorized Representative
29
Where You Can Find More Information
30
Through and including April 13, 2021 (the 40th day after the date of this prospectus supplement), all dealers effecting transactions in these
securities, whether or not participating in this offering, may be required to deliver a prospectus and prospectus supplement. This is in addition
to a dealer's obligation to deliver a prospectus and prospectus supplement when acting as an underwriter and with respect to an unsold
allotment or subscription.
Prohibition of Sales to the EEA Retail Investors: The bonds are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a "retail investor"
means a person who is one (or
S-i

more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus
Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the
bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to United Kingdom Retail Investors: The bonds are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market: Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is only
eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for
distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its
own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
STABILIZATION
In connection with the offering, J.P. Morgan Securities plc, Merrill Lynch International and Morgan Stanley & Co. International plc (the
"Stabilizing Managers") (or persons acting on their behalf) may over-allot bonds (provided that, in the case of any bonds to be admitted to trading on the
Euro MTF Market, the aggregate principal amount of bonds allotted does not exceed 105% of the aggregate principal amount of the bonds subject to the
offering) or effect transactions with a view to supporting the market price of the bonds during the stabilization period at a level higher than that which
might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or after the date of adequate
public disclosure of the terms of the offer of the bonds and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date
on which the issuer of the bonds received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the bonds, whichever
is earlier. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Managers (or persons acting on their behalf) in
accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilizing Managers (or persons acting on their behalf) and on
the Euro MTF Market of the Luxembourg Stock Exchange or the over-the-counter market.
S-ii

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference information you should consider when making
your investment decision. You should rely only on the information provided or incorporated by reference in this prospectus supplement and the
accompanying prospectus, which should be read together. References in this prospectus supplement to "we," "us," "our" and "Peru" are to the Republic
of Peru.
We are furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in connection with their
consideration of a purchase of bonds. After having made all reasonable queries, we confirm that:
·
the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, as a whole, is true
and correct in all material respects and is not misleading as of the date of this prospectus supplement;
·
changes may occur in our affairs after the date of this prospectus supplement;
·
certain statistical information included in this prospectus supplement and the accompanying prospectus reflects the most recent reliable
data readily available to us as of the date hereof or thereof;
·
we hold the opinions and intentions expressed in this prospectus supplement, the accompanying prospectus and any document
incorporated by reference in this prospectus supplement and the accompanying prospectus, as superseded in this prospectus supplement;
·
to the best of our knowledge and belief, we have not omitted other facts, the omission of which makes this prospectus supplement and the
accompanying prospectus, as a whole, misleading; and
·
we accept responsibility for the information we have provided or incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized to make any representation or give
any information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. Any such representation or information not contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus must not be
relied upon as having been authorized by us or the underwriters. See "General Information--Where You Can Find More Information" in this prospectus
supplement for information on the documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
We are not offering to sell any securities other than the bonds offered under this prospectus supplement. We are not offering to sell the bonds in
places where such offers are not permitted by applicable law. You should not assume that the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus is accurate as of any date other than their respective dates. Our economic, fiscal or political
circumstances may have changed since such dates.
The bonds described in this prospectus supplement are debt securities of Peru being offered under registration statement no. 333-252387, filed
with the U.S. Securities and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The
accompanying prospectus is part of that registration statement. The accompanying prospectus provides you with a general description of the securities
that we may offer, and this prospectus supplement contains specific information about the terms of the offering and the bonds. This prospectus
supplement together with the accompanying prospectus may only be used for the purpose for which they have been published. Before you invest, you
should read this prospectus
S-1

supplement and the accompanying prospectus, together with additional information described in "Where You Can Find More Information" in the
accompanying prospectus.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19
(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside
the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to
relevant persons and will be engaged in only with relevant persons.
The trustee assumes no responsibility for the accuracy or completeness of the information contained in this prospectus supplement or the
accompanying prospectus or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or
accuracy of such information.
S-2

INCORPORATION BY REFERENCE
We are incorporating by reference into this prospectus supplement Peru's most recent Annual Report on Form 18-K (the "Form 18-K") for the
fiscal year ended December 31, 2019, as filed with the SEC on October 19, 2020, Amendment No. 1 on Form 18-K/A ("Amendment No. 1"), as filed
with the SEC on November 23, 2020 and Amendment No. 3 filed on Form 18-K/A ("Amendment No. 3") as filed with the SEC on February 23, 2021
including, in each case, the exhibits that are specifically incorporated by reference therein, and each subsequent annual report on Form 18-K and
amendment on Form 18-K/A filed after the date of this prospectus supplement and prior to the closing date.
S-3

FORWARD-LOOKING STATEMENTS
This prospectus supplement may contain forward-looking statements. Forward-looking statements are statements that are not historical facts.
These statements are based on Peru's current plans, estimates, assumptions and projections. Therefore you should not place undue reliance on them.
Forward-looking statements speak only as of the date they are made, and Peru undertakes no obligation to update any of them in light of new
information or future events.
Forward-looking statements involve inherent risks. Peru cautions you that many factors could adversely affect the future performance of the
Peruvian economy. These factors include, but are not limited to:
·
external factors, such as:
·
public health crises and epidemics/pandemics, including the novel Coronavirus ("COVID 19") pandemic, and worldwide effects
thereof and responses thereto;
·
interest rates in financial markets outside Peru;
·
changes in Peru's credit ratings;
·
changes in import tariffs and exchange rates;
·
changes in international commodity prices;
·
recession, low economic growth or economic contraction affecting Peru's trading partners;
·
deterioration in the economic condition of Peru's neighboring countries;
·
contraction of liquidity in the international financial markets and equity, debt or foreign exchange market volatility, which could
lead to volatility in Peru, declines in foreign direct and portfolio investment and potentially lower international reserves;
·
international hostilities;
·
the decisions of international financial institutions, such as the International Monetary Fund, the Inter-American Development Bank,
the International Bank for Reconstruction and Development and the Andean Development Corporation, regarding the terms of their
lending and financial assistance to Peru; and
·
litigation and other legal proceedings; and
·
internal factors, such as:
·
political, economic, social or military issues or events in Peru, including as a result of public health crises in Peru, and the Peruvian
government's responses thereto;
·
deterioration in general economic and business conditions in Peru;
·
increase in crime rates;
·
natural events, such as climate change, earthquakes and floods;
·
reduction in foreign currency reserves;
·
reduction in fiscal revenue;
·
reduced levels of foreign direct investment;
·
the ability of the Peruvian government to enact key economic reforms;
·
higher domestic debt;
·
increased rates of domestic inflation;
·
the level of foreign direct and portfolio investment in Peru; and
·
prevailing Peruvian domestic interest rates.
S-4

SOVEREIGN IMMUNITY
Peru is a sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the United States against Peru.
Among other requirements, the execution by a Peruvian court of a judgment ordering payment by Peru of any principal or interest arising from the
bonds will be subject to availability of funds according to the statute passed by the Peruvian Congress setting forth the budget corresponding to the
fiscal year in which such payment is due.
Limitations Imposed by Budget Laws to Satisfy Payments on the Bonds
A final judgment against Peru ordering payment on the bonds is subject to Peruvian budget regulations. Pursuant to the Budget National System
Legislative Decree No. 1440 (Decreto Legislativo del Sistema Nacional del Presupuesto Público) that became effective on January 1, 2019, and the
Public Sector Budget Urgent Decree for Fiscal Year 2020, Urgent Decree No. 014-2019 (Decreto de Urgencia que aprueba el Presupuesto del Sector
Público para el Año Fiscal 2020), payment by Peru of judgments, arbitral awards, conciliation minutes or direct treatment agreements (trato directo) is
subject to the following process:
·
up to 5% of the budget corresponding to the Ministry of Economy and Finance (the "MEF") may be allocated towards payments and
judgments, subject to certain exceptions;
·
payments must be made by each Peruvian governmental entity (in our case, the MEF) from its respective bank account, taking into
account all mandatory priorities;
·
up to 5%, the MEF would pay its creditors on a pro rata basis; and
·
payment requirements in excess of the 5% threshold must be included in the budgets approved for the following five fiscal years.
Enforceability of Judgments
If the payment of any Peruvian judicial order is not honored by the MEF, a proceeding for the execution of judicial resolutions may be initiated as
provided for in article 688 et. seq. of the Peruvian Civil Procedure Code. Notwithstanding the foregoing, in accordance with section 73 of the Peruvian
Political Constitution, public domain assets destined for the public service and use are inalienable and are not subject to any adverse possession
(prescripción adquisitiva). Public domain assets are a special form of property that can only be set aside for the public use, a service to the community
or national interest. As such, those assets as well as (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character
and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of
Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to
the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru's accounts held in the
Peruvian financial system that constitute public domain property, are neither subject to liens or encumbrances nor to a judicial attachment. Conversely,
assets not set aside for the public domain are subject to the private domain of the Peruvian government (which includes, among others, the cash deposits
of the Peruvian government abroad) and as such may be encumbered or attached.
For more information, see "Description of the Securities--Jurisdiction, Consent to Service and Enforceability" in the accompanying prospectus.
S-5

CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the offering and the transactions contemplated by the offering may be restricted by law in certain
jurisdictions. If materials relating to the offering come into your possession, you must inform yourself and observe all of these restrictions. 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. If a jurisdiction requires that the offering be made by a licensed broker or dealer and either the underwriters or any affiliate of the
underwriters is a licensed broker or dealer in such jurisdiction, the offering shall be deemed to be made by such underwriter or such affiliate on behalf of
Peru in such jurisdiction. For more information, see "Underwriting."
S-6

SUMMARY OF THE OFFERING
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and the accompanying prospectus,
including the documents incorporated by reference herein. This summary is not complete and does not contain all the information you should
consider before investing in the bonds. You should carefully read this entire prospectus supplement, the accompanying prospectus and the
documents incorporated by reference before investing.
Issuer
Republic of Peru.
Bonds
1.250% Euro Denominated Global Bonds due 2033, which we refer to herein as the
"bonds".
Issue Amount
825,000,000 aggregate principal amount.
Issue Price
99.734%, plus accrued interest, if any, from March 11, 2021.
Final Maturity Date
March 11, 2033.
Interest Rate
1.250% per year, computed on the basis of a 365 (or 366) day year.
Interest Payment Dates
Annually on March 11 of each year, commencing on March 11, 2022.
Optional Redemption
We may redeem the bonds, in whole or in part, at any time or from time to time prior to
December 11, 2032 (three months prior to the maturity date of the bonds) by paying the
greater of the outstanding principal amount of the bonds and a "make-whole" amount
calculated by a calculation agent appointed by us, in each case plus accrued and unpaid
interest. In addition, we may redeem the bonds, in whole or in part, at any time or from
time to time on or after December 11, 2032 (three months prior to the maturity date of the
bonds) at a redemption price equal to 100% of the principal amount of the bonds to be
redeemed, plus accrued and unpaid interest.
See "Description of the Bonds--Optional Redemption."
The bonds will not benefit from any sinking fund.
Use of Proceeds
The aggregate proceeds from the sale of the bonds will be 822,805,500 . The aggregate
underwriting fee of 309,375 will be paid separately by us, as described under
"Underwriting." We intend to use the net proceeds from this offering to finance general
budgetary requirements for fiscal year 2021.
Collective Action Clauses
The bonds will contain provisions regarding acceleration and future modifications to their
terms, including "collective action clauses."
Under these provisions, which differ from the terms of Peru's external indebtedness issued
prior to August 6, 2015 and which are described in "Description of the Bonds--Collective
Action Clauses" in this prospectus supplement and in "Description of the Securities--Debt
S-7