(including Class B Shares withdrawn from ADSs) in the U.S. Offer and instead must tender into the Argentine Offer. ADSs (whether or not held by U.S. holders) may only be tendered in the U.S. Offer. The Offerors do not intend to change the Offer Price and, while the Offers are open, will not purchase or make any arrangements to purchase Securities other than pursuant to the Offers.
All terms not otherwise defined herein have the meaning set forth in the U.S. Offer to Purchase. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold ADSs in your name or in the name of your nominee.
The U.S. Offer is not conditioned on any minimum number of Securities being tendered. However, the U.S. Offer is subject to other Conditions. See “THE TENDER OFFER—Section 13. Conditions of the U.S. Offer” in the U.S. Offer to Purchase.
For your information, and for forwarding to those clients for which you hold Class B Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. The U.S. Offer to Purchase;
2. A printed form of letter that may be sent to clients for whose account you hold Class B Shares registered in your name or in the name of a nominee, with space provided for obtaining such client’s instructions with regard to the U.S. Offer; and
3. The Form of Acceptance to be used by holders of Class B Shares in accepting the U.S. Offer.
ADSs cannot be tendered by means of the enclosed U.S. Form of Acceptance (which is exclusively for use in respect of Class B Shares).
For your information, and for forwarding to those clients for which you hold ADSs registered in your name or in the name of your nominee, we are enclosing the following documents:
1. The U.S. Offer to Purchase;
2. The Letter of Transmittal (to be used for guidance by clients for whose account you hold ADSs registered in your name or in the name of a nominee); and
3. A printed form of letter that may be sent to clients for whose account you hold ADSs registered in your name or in the name of a nominee, with an Instruction Form attached for obtaining such clients’ instructions with regard to the U.S. Offer.
The enclosed Letter of Transmittal cannot be used to tender Class B Shares, except insofar as rights to Class B Shares are represented by ADSs, on behalf of clients for whose account you hold ADSs registered in your name or in the name of a nominee.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
Please note the following for holders of Class B Shares:
1. Any U.S. holder desiring to accept the U.S. Offer in respect of all or any portion of the held Class B Shares, should complete Boxes 1 and 3 and, if appropriate, Box 4 and sign Box 2 of the U.S. Form of Acceptance in accordance with the instructions printed thereon. An accepting holder of Class B Shares should then submit the U.S. Form of Acceptance, together with a certificate issued by the Caja de Valores evidencing the transfer of the tendered Class B Shares to the U.S. Tendered Class B Shares Account, to Computershare Trust Company, N.A., as “U.S. Receiving Agent”, by hand delivery at the address shown on the back cover of the U.S. Offer to Purchase during normal business hours no later than the Expiration Time on the Expiration Date, as may be extended. See “THE TENDER OFFER—Section 3. Procedures for Participating in the U.S. Offer—Holders of Class B Shares” in the U.S. Offer to Purchase.
2. After purchase by the Offerors of the Class B Shares tendered through the Argentine Custodian and receipt by the U.S. Receiving Agent of payment of the consideration for those Class B Shares, the U.S. Receiving Agent will pay to the applicable U.S. holders of Class B Shares the Offer Price, settled in U.S. dollars, in cash, without interest thereon, net of (i) any applicable brokerage fees or commissions and (ii) applicable withholding taxes, including Argentine capital gains tax, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase. (See “THE TENDER OFFER—Section 11. Fees and Expenses” and “THE TENDER OFFER—Section 6. Certain U.S.