CIBANCO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, SOLELY IN ITS CAPACITY AS TRUSTEE OF TRUST CIB/3332, ALSO KNOWN AS FIBRA SOMA, ANNOUNCES EARLY TENDER RESULTS FOR ITS PREVIOUSLY ANNOUNCED TENDER OFFER.

MEXICO CITY, Nov. 30, 2022 /PRNewswire/ -- CIBanco, S.A., Institución de Banca Múltiple, solely in its capacity as trustee of trust CIB/3332, also known as Fibra SOMA (the "Company" or "we") announced today the early tender results for its previously announced offer to purchase for cash an aggregate principal amount of its 4.375% Senior Notes due 2031 (CUSIP Nos. 171653AA6/ P26064AA6; ISIN Nos. US171653AA64/ USP26064AA66) (the "Notes") issued by the Company (the "Offer") for an aggregate purchase price, excluding accrued and unpaid interest, if any, of up to U.S.$150 million, upon the terms and subject to the conditions set forth in the offer to purchase dated November 15, 2022 (the "Offer to Purchase"). We refer to the aggregate amount that Holders are entitled to receive for Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offer, excluding Accrued Interest (as defined below), as the "Aggregate Purchase Price."

According to the information received from D.F. King & Co., Inc., the information agent for the Offer, as of 5:00 p.m., New York City time on November 29, 2022 (the "Early Tender Date"), the Company had received valid tenders of Notes (and not validly withdrawn) representing an aggregate principal amount equal to U.S.$201,381,000 of Notes, which represents an Aggregate Purchase Price of U.S.$142,980,510 pursuant to the terms of the Offer.

Accordingly, subject to the terms and conditions of the Offer as set forth in the Offer to Purchase, the Company has accepted for purchase the Notes tendered as of the Early Tender Date and expects that payment for all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted by the Company will be made on December 2, 2022 (the "Early Settlement Date"). Holders who validly tendered, and did not validly withdraw, their Notes on or prior to the Early Tender Date are eligible to receive the "Total Consideration" of U.S.$710.00 per U.S.$1,000 of principal amount of Notes tendered. The Total Consideration includes an "Early Tender Premium" of U.S.$50.00 per U.S.$1,000 principal amount of Notes tendered. On the Early Settlement Date, the Company will also pay accrued and unpaid interest on the Notes accepted for purchase from the last applicable interest payment date for the Notes up to, but excluding, the Early Settlement Date, together with additional amounts thereon, if any.

The obligation of the Company to accept for purchase, and to pay for, Notes validly tendered pursuant to the Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, including the New Debt Condition, in the sole discretion of the Company.

The Offer will expire on 11:59 p.m. (New York City time) on December 13, 2022 (the "Expiration Date").

Holders who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date will be eligible to receive the "Tender Consideration" of U.S.$660.00 per U.S.$1,000 of principal amount of Notes tendered, which is equal to the Total Consideration less the Early Tender Premium.  The "Final Settlement Date" is the date that we settle all Notes not previously settled on the Early Settlement Date, if any, and we expect such date to be promptly following the Expiration Date.

The Dealer Managers

BBVA Securities Inc. and Scotia Capital (USA) Inc. are acting as joint dealer managers for the Offer and can be contacted with questions regarding the Offer at the following:
BBVA Securities Inc.: +1 (800) 422-8692 (toll-free), +1 (212) 728-2303 (collect) or [email protected] (email).
Scotia Capital (USA) Inc.: +1 (800) 372-3930 (toll-free), + 1(212) 225-5501 (collect) or [email protected] (email).

The Information and Tender Agent

Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Offer by calling +1 (212) 269-5550 (for banks and brokers only) or +1 (888) 564-8149 (toll-free) (for all others) or via email at [email protected].

Disclaimer

This press release is for informational purposes only and must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Company, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

In addition, neither the Offer to Purchase nor any related documents have been filed with or been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the "CNBV"). The Company has not filed with the CNBV a request for authorization of the Offer. The Offer does not constitute a public offering in Mexico and neither the Offer to Purchase nor any other offering materials may be publicly advertised, marketed or distributed in Mexico. The Offer may only be made available in Mexico to investors that qualify as institutional or qualified investors (inversionistas institucionales or inversionistas calificados), solely pursuant to the private offering exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. The information contained herein, in the Offer to Purchase, and in any related documents is solely our responsibility. Furthermore, the CNBV has not confirmed the accuracy or determined the adequacy of this Offer.  If we were to provide any notice to the CNBV in connection with the Offer, such notice would be for informational purposes only and such notice would not constitute or imply a certification as to the investment quality of the Notes, our solvency, liquidity or credit quality or the accuracy or completeness of the information set forth herein, in the Offer to Purchase, and in any related documents.

The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements," which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "plan," "believe, "estimate" and similar expressions. Forward-looking statements contained in this press release are predictions only and actual results could differ materially from management's expectations due to a variety of factors. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates and are subject to risks such as described in the Offer to Purchase. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the U.S. federal securities laws.

SOURCE CIBanco, S.A., Institución de Banca Múltiple