BANCO NACIONAL DE COSTA RICA COMMENCES PARTIAL TENDER OFFER FOR 2023 NOTES

SAN JOSE, Costa Rica, April 28, 2022 /PRNewswire/ -- Banco Nacional de Costa Rica (the "Bank"), an autonomous state-owned financial institution organized under the laws of the Republic of Costa Rica, an entity part of the Banco Nacional Financial Conglomerate, announced today that it has commenced a partial cash tender offer (the "Offer") for up to US$200 million in aggregate purchase price of its 6.250% Senior Notes due 2023 (144A CUSIP / ISIN Nos. 059613AB5 / US059613AB51 and Reg S P14623AB1 / USP14623AB16) (the "Notes").

Offer

The Offer is scheduled to expire at 11:59 p.m., New York City time, on May 25, 2022, unless extended or earlier terminated (such time, as may be extended, the "Expiration Time"). Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on May 11, 2022, (the "Early Tender Time") will be eligible to receive US$1,047.50 for each US$1,000 principal amount of Notes, plus accrued interest. Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive US$1,017.50 for each US$1,000 principal amount of Notes, plus accrued interest.

Completion of the Offer is subject to customary conditions. Initial settlement of the Notes that have been validly tendered at or prior to the Early Tender Time (and accepted for payment) is expected to occur, if the Bank elects to do so,  on the second business day following the Early Tender Time, unless the Offer is terminated prior to such date. Final settlement of any Notes that have been validly tendered after the Early Tender Time but at or prior to the Expiration Time (and accepted for payment), subject to the Maximum Tender Amount (as defined herein), is expected to occur on the second business day following the Expiration Time, unless the Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to the Early Tender Time.

The amount of Notes that may be purchased in the Offer is subject to a maximum purchase price of US$200 million (the "Maximum Tender Amount"). Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. The Bank reserves the right to increase or decrease the Maximum Tender Amount. All Notes tendered at or prior to the Early Tender Time will have priority over Notes tendered after the Early Tender Time.

The Bank reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, dated the date hereof, a copy of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the "Tender and Information Agent") for the Offer, at www.dfking.com/bncr, [email protected], by telephone at (866) 620-2536 (U.S. toll free) and (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, Attention: Michael Horthman.

The Bank has engaged Citigroup and J.P. Morgan Securities LLC to act as the dealer managers (the "Dealer Managers") in connection with the Offer. Questions regarding the terms of the Offer may be directed to Citigroup by telephone at + 1 (800) 558-3745 (U.S. toll free) or + 1 (212) 723-6106 (collect) and J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (U.S. toll free) or +1 (212) 834-7279 (collect).

Disclaimer

None of the Bank, the Dealer Managers, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the purchase price of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is being made solely by means of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Bank by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. The Bank is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Investor Relations

[email protected]
https://www.bncr.fi.cr/SitePages/Inicio.aspx
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About Banco Nacional de Costa Rica.

Banco Nacional de Costa Rica, is an autonomous government-owned institution organized and existing as a state owned commercial bank under the laws of the Republic of Costa Rica.  Banco Nacional de Costa Rica is an entity part of the Banco Nacional Financial Conglomerate.

Important Notice

The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into a holder's possession, the holder is required by the Bank to inform itself of and to observe all of these restrictions. The materials relating to Offer, including this communication, 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 by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the Bank in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful.

This press release constitutes a public disclosure of inside information by Banco Nacional de Costa Rica under Regulation (EU) 596/2014 (16 April 2014) and as the same applies under the law of the United Kingdom.

SOURCE Banco Nacional de Costa Rica