C.A. La Electricidad de Caracas Announces Expiration of Early Consent Date and Receipt of Required Consents

CARACAS, Venezuela, Mar. 25 /PRNewswire/ --

CARACAS, Venezuela, March 25 /PRNewswire/ -- C.A. La Electricidad de Caracas ("EDC") announced today that, pursuant to its previously announced offer to purchase and consent solicitation, its wholly-owned subsidiary, Electricidad de Caracas Finance B.V. (the "Company") has received consents from the holders of approximately U.S.$244.3 million in aggregate, or 93.96% in aggregate, of the Company's 10.25% Senior Guaranteed Notes Due 2014 (the "Notes") as of 5:00 p.m., New York City time, on March 24, 2008 (the "Early Consent Date"). The consents received exceeded the number needed to approve the adoption of the proposed amendments to the indenture under which the Notes were issued. The terms and conditions of the offer and consent solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") dated March 7, 2008.

Based on the receipt of the required consents, the Company, EDC and the trustee under the indenture governing the Notes expect to enter into a supplemental indenture that will, once operative, eliminate substantially all the restrictive covenants contained in the indenture and the Notes and, as a result of such amendments, thereby eliminate certain events of default and would modify other related provisions of the indenture. These amendments will not become operative until the Company accepts and pays for all Notes validly tendered by the Expiration Date (as defined below).

Each holder who validly tendered and did not validly withdraw their Notes and related consents prior to 5:00 p.m., New York City time, on March 24, 2008 (the "Withdrawal Date"), may no longer withdraw their Notes and related consents and will be entitled to an early consent payment of U.S.$20 for each U.S.$1,000 principal amount of Notes (the "Early Consent Payment") tendered by them if the Company accepts such Notes pursuant to the terms of the Offer to Purchase.

The offer will expire at midnight, New York City time, on April 8, 2008 unless extended or earlier terminated by the Company at its sole discretion (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). Holders who have not yet tendered their Notes may tender until the Expiration Date. Such holders will not be eligible to receive the Early Consent Payment and accordingly will only be eligible to receive an amount equal to the Total Consideration (as defined in the Offer to Purchase) less the Early Consent Payment.

The Company's obligation to accept for purchase and to pay for each of the Notes validly tendered in the tender offer is subject to, and conditioned upon, the satisfaction or waiver of the following: (i) the receipt of the requisite consents and the execution of amendments to the indenture and each of the other related transaction documents implementing the proposed amendments; (ii) the issuance and receipt of funds from a new issuance of debt securities in transactions exempt from registration under the United States Securities Act of 1933, as amended, or receipt of funds from other financing sources, in an amount sufficient to fund the purchase of any and all validly tendered and not withdrawn Notes accepted for purchase in accordance with the terms of the Offer to Purchase and all related fees and expenses; and (iii) certain other customary conditions set forth in the Offer to Purchase.

The Company reserves the right to extend, amend or terminate the tender offer and consent solicitation at any time.

The Company has retained ABN AMRO Bank N.V. to serve as the Dealer Manager for the offer and the consent solicitation. Questions concerning the terms of the offer may be directed to ABN AMRO Bank N.V. at 1-212-409-7530. Copies of the Offer to Purchase may be obtained by calling the information agent, D.F. King & Co., Inc., toll-free at 1-800-829-6551 or at 1-212-269-5550 (banks and brokerage firms).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase.

The offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the offer is required to be made by a licensed broker or dealer and in which the Dealer Manager, or any affiliates thereof, are so licensed, such offer shall be deemed to have been made by the Dealer Manager, or such affiliates, on behalf of the Company. The Company is making the offer only in those jurisdictions where it is legal to do so. See the section of the offer to Purchase entitled "Certain Legal Restrictions."