BUENOS AIRES, Argentina, April 10, 2026 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies") announced today the commencement of an offer to holders thereof to exchange any and all of the Companies' outstanding 9.625% Senior Notes due 2027 (the "Existing Notes") for the Companies' newly issued Fixed Rate Step-Up Senior Notes due 2036 (the "New Notes") (the "Exchange Offer"):

1. 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).
2. This amount does not reflect any amortizations.
3. 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%.
4. 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factor to the outstanding principal amount of the Existing Notes that are validly tendered, and not validly withdrawn and accepted for exchange in the Exchange Offer.
5. 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.
6. 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).
7. 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).
8. 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.
9. 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.

The Companies concurrently announced that they are soliciting (the "APE Solicitation" and together with the Exchange Offer, the "Offer and Solicitation") from holders of the Existing Notes to provide instructions (each an "APE Instruction") and grant power of attorney with express voting instructions to Morrow Sodali International LLC, trading as Sodali & Co (the "APE Agent"), to act directly or by delegation of powers to a designated agent, on behalf of holders of the Existing Notes, among other things: (i) accept the APE Offer to enter into the Companies' APE, which will be delivered by the Companies, if applicable; (ii) make any Permitted Amendment to the terms and conditions of the Companies' APE as may be necessary by virtue of a resolution of the Court; (iii) appear and consent to the approval and/or ratification of the Companies' APE at one or more meetings of holders of the Existing Notes called for such purposes (even by order of the Court) (the "APE Meetings"); and (iv) perform any other act as may be necessary under the Companies' APE; and (v) if applicable, execute the Issuers' APE on behalf of the Eligible Holders of the Existing Notes that have participated in the Offer and Solicitation. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Exchange Offer Memorandum and Solicitation Statement (as defined below).

The Offer Solicitation is being made pursuant to the terms set forth in a confidential Exchange Offer Memorandum and Solicitation Statement, dated April 10, 2026 (the "Exchange Offer Memorandum and Solicitation Statement"). Holders of the Existing Notes may find the text of the APE Offer that, if issued and accepted as described in the Exchange Offer Memorandum and Solicitation Statement, will document the Companies' APE. Copies of the different Annexes of the Companies' APE should be requested, outside Argentina to the Information and Exchange Agent (as defined herein) or to the Dealer Manager (as defined herein), or in Argentina, to the Argentine Information Agents (as defined herein), at the addresses listed on the back cover page of the Exchange Offer Memorandum and Solicitation Statement.

Only holders of Existing Notes who have returned a duly completed eligibility letter (the "Eligibility Letter") certifying that such holder is either (1) a "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"); or (2) a person other than "U.S. persons" (as defined in Rule 902 of Regulation S under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in an offshore transaction in compliance with Regulation S under the Securities Act, are authorized to receive and review this Exchange Offer Memorandum and Solicitation Statement and to participate in the Offer and Solicitation (such holders, the "Eligible Holders").

The Offer and Solicitation will expire at 5:00 p.m. (New York City time) on May 8, 2026, unless extended (such time and date, as it may be extended, the "Expiration Date"). Eligible Holders who validly tender (and do not validly withdraw) their Existing Notes in the Offer and Solicitation at or prior to 5:00 p.m. (New York City time) on April 23, 2026, unless extended (such date and time, including as extended, the "Early Participation Date"), will be eligible to receive the Early Tender Premium (each as defined on the Exchange Offer Memorandum and Solicitation Statement). Eligible Holders who validly tender Existing Notes after the Early Participation Date but at or prior to the Expiration Date will not be eligible to receive the Early Tender Premium.

Eligible Holders of Existing Notes may not tender their Existing Notes in the Exchange Offer without providing the APE Instruction and granting the powers required pursuant to the APE Solicitation and may not be able to provide the APE Instruction and grant the powers required pursuant to the APE Solicitation without tendering their Existing Notes pursuant to the Exchange Offer. By tendering their Existing Notes in the Offer and Solicitation and not validly withdrawing such Existing Notes prior to the Withdrawal and Revocation Date (as defined herein), Eligible Holders shall agree and accept that their Existing Notes will remain blocked in an account with the applicable clearing system until the first date on which New Notes are issued, which could be as late as the APE Settlement Date (as defined in the Exchange Offer Memorandum and Solicitation Statement). Except for the Early Tender Premium, no separate payment or fee is being offered or will be paid in connection with any of the Offer and Solicitation or otherwise be paid to holders to compensate them for the unavailability to dispose of their Existing Notes.

Any Existing Notes that have been validly tendered pursuant to the Exchange Offer may be validly withdrawn, and the related instructions for the APE Solicitation that have been validly delivered may be validly revoked, at any time at or prior to 5:00 p.m. (New York City time) on April 23, 2026 (the "Withdrawal and Revocation Date"), but not thereafter, except as may be required by applicable law.

If and when issued, the New Notes will be issued under the Companies' existing US$1,300,000,000 program for the issuance of non-convertible notes and pursuant to the terms and conditions approved by the shareholders and board meetings of the Companies (the "Notes Program"). The Companies' Notes Program was approved by their shareholders on August 8, 2017, February 4, 2019, August 5, 2020, April 19, 2022, May 16, 2023 and December 11, 2025, by our board of directors on August 10, 2018, February 4, 2019, August 5, 2020, February 19, 2021, April 19, 2022, May 22, 2023, January 14, 2024, and December 11, 2025, and authorized by the CNV by Resolution No. RESFC-2017-18947-APN-DIR#CNV, dated September 26, 2017, Resolution No. RESFC-2019-20111-APN-DIR#CNV dated March 8, 2019, Disposition No. DI-2020-43-APNGE# CNV dated September 10, 2020, Disposition No. DI-2021-2-APN-GE#CNV dated February 23, 2023, Disposition No. DI-2022-28-APN-GE#CNV dated June 2, 2022, Disposition No. DI-2023-31-APN-GE#CNV dated July 5, 2023, Disposition No. DI2024-11-APN-GE#CNV dated February 23, 2024, and Disposition No. DI2026-11-APN-GE#CNV dated January 29, 2026 (such note program, as amended from time to time, the "Argentine Prospectus"). The CNV authorization of the Argentine Prospectus means only that the information contained in the Argentine Prospectus relating to the public offering of the New Notes complies with the information requirements of the CNV. In Argentina, the New Notes will be offered under the pricing supplement, in the Spanish language (the "Argentine Pricing Supplement" and, together with the Argentine Prospectus, the "Argentine Offering Documents"), which is not subject to prior approval by the CNV. The CNV has not rendered and will not render any opinion with respect to the accuracy of the information contained in the Argentine Offering Documents. Banco de Servicios y Transacciones S.A.U. and SBS Trading S.A. have been appointed as Argentine information agents by the Companies (the "Argentine Information Agents"), under the local agency agreement, and shall perform certain placement efforts related to the Offer and Solicitation directed to Eligible Holders who are Argentine residents, answering questions and providing assistance to such holders limited to reproducing the information contained in the Offering Documents without interpreting or expanding it, in coordination with the Dealer Manager and Solicitation Agent's efforts outside Argentina.

Eligible Holders participating in the Offer and Solicitation in Argentina must do so through the corporate event created by Caja de Valores for such purpose, in accordance with the procedures and deadlines specified by Caja de Valores from time to time, it being understood that such participation shall constitute both the tender of their Existing New Notes in the Exchange Offer and the granting of powers of attorney in the APE Solicitation. The Argentine Information Agents will not participate in such process, nor will they be authorized to receive, process or execute instructions from Eligible Holders, or to intervene in the settlement, crediting or transfer of securities, and will not assume any liability in connection with such processes

Only Eligible Holders of Existing Notes are authorized to receive and review the Exchange Offer Memorandum and Solicitation Statement and to participate in the Offer and Solicitation. The Exchange Offer Memorandum and Solicitation Statement will be distributed only to Eligible Holders of Existing Notes who validly complete and submit an Eligibility Letter certifying that they satisfy the eligibility requirements for purposes of the Exchange Offer. Eligible Holders who desire to complete an electronic eligibility letter should access the website https://projects.sodali.com/albanesi (the "Exchange Offer Website") operated by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent's website for the Offer and Solicitation (the "Information and Exchange Agent"). The Exchange Offer Memorandum and Solicitation Statement and other documents related to the Offer and Solicitation are available to Eligible Holders at the Exchange Offer Website.

The New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

The Companies' obligation to accept and exchange the Existing Notes of any series validly tendered in the Offer and Solicitation is subject to the satisfaction or waiver of certain conditions, including, among others, having obtained a sufficient level of participation in the Offer and Solicitation, together with the participation of holders of the Existing Local Notes, required to achieve the majorities required to implement the Companies' APE in accordance with the Argentine Bankruptcy Law (Ley de Concursos y Quiebras) or with the consent of any other lower capital and headcount majority, as permitted under any applicable laws, rules, regulations or judicial precedents that may be enacted or issued, as interpreted or applied by the Court.

The Companies have the right, at their sole discretion, to elect, at any time following the Early Participation Date but on or prior to the Expiration Date, to accept for exchange the Existing Notes validly tendered, and not validly withdrawn, at or prior the Early Participation Date, and issue the corresponding amount of New Notes in exchange for such Existing Notes, provided that all conditions of the Offer and Solicitation have been satisfied or, to the extent applicable, waived by us (the "Early Settlement Right"). If the Companies exercise the Early Settlement Right, the date the New Notes will be issued, and the Exchange Consideration plus the Early Tender Premium, if applicable, will be delivered in exchange for any Existing Notes validly tendered, and not validly withdrawn, on or prior to the Early Participation Date and accepted for exchange (the "Early Settlement Date"). If the Early Settlement Date has occurred prior to the Expiration Date, the date additional New Notes will be issued, and the Exchange Consideration will be delivered in exchange for any Existing Notes validly tendered, and not validly withdrawn, after the Early Participation Date and on or prior to the Expiration Date, and accepted for exchange. If no Early Settlement Date has occurred prior to the Expiration Date, the initial date on which the New Notes will be issued, and the Exchange Consideration plus the Early Tender Premium, if applicable, will be delivered in exchange for any Existing Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date, and accepted for exchange.

THE NEW NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE EXCHANGE OFFER IS BEING MADE, AND THE NEW NOTES ARE BEING OFFERED ONLY TO HOLDERS OF EXISTING NOTES (1) IN THE UNITED STATES, WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (2) OUTSIDE THE UNITED STATES AND CHILE, WHO ARE PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS IN RELIANCE UPON THE EXEMPTIONS AFFORDED BY REGULATION S UNDER THE SECURITIES ACT.

The Companies have the right, in its sole discretion, to (i) withdrawn the Exchange Offer and/or APE Solicitation, or (ii) to amend the Exchange Offer, at any time.

Any questions or requests for assistance in connection with the Offer and Solicitation may be directed to the Information and Exchange Agent via email to albanesi@investor.sodali.com, or at the telephone numbers +1 (203) 658-9457 (New York, United States) or +44 (20) 4513-6933 (London, United Kingdon). Eligible Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer and the Solicitation.

BCP Securities, Inc. is acting as dealer manager for the Exchange Offer and solicitation agent for the APE Solicitation (the "Dealer Manager and Solicitation Agent").

None of the Companies, the Information and Exchange Agent, the Dealer Manager and Solicitation Agent, the Argentine Information Agents nor any of their respective directors, officers, employees or affiliates, makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of their Existing Notes or deliver APE Instructions in response to the Offer and Solicitation. None of the Companies, the Information and Exchange Agent, the Dealer Manager and Solicitation Agent, the Argentine Information Agents nor any of their respective affiliates, directors, officers, employees or, has authorized any person to give any information or to make any representation in connection with the Offer and Solicitation other than the information and representations contained in the Exchange Offer Memorandum and Solicitation Statement.

This press release does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is only being made pursuant to the Exchange Offer Memorandum and Solicitation Statement. Eligible Holders are urged to read the Exchange Offer Memorandum and Solicitation Statement carefully before making any decision with respect to their Existing Notes. Neither the Dealer Manager and Solicitation Agent nor the Information and Exchange Agent has any responsibility whatsoever with respect to the Exchange Offer Memorandum and Solicitation Statement.

This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Manager and Solicitation Agent,the Information and Exchange Agent or the Argentine Information Agents makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver APE Instructions in the APE Solicitation.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer and/or the APE Solicitation, passed upon the merits or fairness of the Exchange Offer and/or the APE Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Solicitation Statement.

Neither the delivery of this announcement, the Offer and Solicitation nor any exchange of Existing Notes pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer Memorandum and Solicitation Statement is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Companies' affairs since the date hereof or thereof.

Forward-Looking Statements

This press release may contain forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

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SOURCE Generación Mediterránea S.A.; Central Térmica Roca S.A.