Banco Industrial e Comercial S.A. Announces Extension of Expiration Time for
its Consent Solicitation for the Holders of its 5.25 per cent. Notes Due 2015
SAO PAULO, April 30, 2014
SAO PAULO, April 30, 2014 /PRNewswire/ --
Banco Industrial e Comercial S.A.
(incorporated as a sociedade por acoes under the laws of the Federative
Republic of Brazil)
Banco Industrial e Comercial S.A. (the "Bank") announced today that it has
amended its pending solicitation of consents (the "Consent Solicitation") from
holders of its 5.25 per cent. Notes due 2015 (the "Notes") to extend the
expiration time from Wednesday, 30 April 2014 at 10:00 a.m. (London time) to
Tuesday, 6 May 2014 at 10:00 a.m. (London time), unless earlier terminated or
further extended by the Bank in its sole discretion (the "Expiration Time").
Except as provided herein, all other terms, conditions and provisions of the
Consent Solicitation remain unchanged.
All holders of the Notes ("Noteholders") who have previously delivered an
Electronic Instruction (as defined in the Consent Solicitation Statement)
consenting to the Proposed Amendment do not need to redeliver such Electronic
Instruction or take any other action. Other Noteholders who have not yet
delivered an Electronic Instruction should follow the instructions set forth
under "The Consent Solicitation - Procedures for Consenting" in the Consent
For a complete statement of the terms and conditions of the Consent
Solicitation, the Noteholders should refer to the Consent Solicitation
Statement dated 17 April 2014 (as amended or supplemented, including as
amended by this announcement, the "Consent Solicitation Statement"). Copies
of the Consent Solicitation Statement may be obtained by Noteholders from the
Tabulation and Information Agent at the contact below.
The Bank will pay to each Noteholder from whom a valid Electronic Instruction
in favour of the Extraordinary Resolution is received by the Tabulation Agent
by the Expiration Time US$1.25 for each US$1,000 principal amount of Notes
(the "Consent Fee"), subject to (i) such Electronic Instruction not being
revoked (in the limited circumstances in which such revocation is permitted),
(ii) the Extraordinary Resolution (as defined in the Consent Solicitation
Statement) being duly passed and (iii) the Bank not having terminated the
Consent Solicitation in accordance with the provisions for such termination
set out in the Consent Solicitation Statement. Where payable, the Bank will
pay the Consent Fee in respect of the Notes no later than the third business
day following the date on which the Supplemental Fiscal Agency Agreement is
executed. Noteholders that have previously delivered consents need not take
any further action in order to receive the Consent Fee if the Consent
Solicitation is successful.
The purpose of the Consent Solicitation is to obtain the consent of
Noteholders at a duly convened meeting of the Noteholders to vary Condition
6(g) (Repurchase at the Option of the Noteholders – Change of Control) of the
Terms and Conditions by passing an extraordinary resolution amending the
definition of "Change of Control" so as to designate China Construction Bank
Corporation ("CCB")as the controlling shareholder of the Bank following the
acquisition of control of the Bank by CCB (the "Proposed Amendment"). Upon
becoming effective, the Proposed Amendment would ensure that no change of
control put right would be triggered under Condition 6(g) of the Notes
following the acquisition of control of the Bank by CCB.
Citigroup Global Markets Inc. is the Solicitation Agent for the Consent
Solicitation. Questions and requests for assistance with regard to the
Consent Solicitation may be directed to Citigroup Global Markets Inc. at the
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A
SOLICITATION OF CONSENTS. Noteholders are advised to read carefully the
Consent Solicitation Statement for full details of, and information on the
procedures for, participating in the Consent Solicitation.
This announcement must be read in conjunction with the Consent Solicitation
Statement. This announcement and the Consent Solicitation Statement contain
important information which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any Noteholder is in any
doubt as to the contents of the Consent Solicitation Statement or the action
it should take, it is recommended to seek its own financial advice, including
in respect of any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax 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 must contact such entity if it
wishes to participate in the Consent Solicitation. None of the Bank, the
Solicitation Agent or the Tabulation Agent or any of their respective
directors, employees or affiliates makes any recommendation whether
Noteholders should participate in the Consent Solicitation.
Banco Industrial e Comercial S.A
Paulo Celso Del Ciampo
International Division Director
Av. Brigadeiro Faria Lima, 4440, 5º andar
Sao Paulo, SP 04538-132, Brazil
TABULATION AND INFORMATION AGENT
Global Bondholder Services Corporation
Citigroup Global Markets Inc.
65 Broadway – Suite 404
390 Greenwich Street, First Floor
New York, New York 10006
New York, NY 10013, USA
Attn: Corporate Actions
Attn: Liability Management Group
Banks and Brokers call: (212) 430-3774
Collect: (212) 723-6106
Toll free: (866)-470-3800
Toll free: (800) 558-3745
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL THE NOTES DESCRIBED HEREIN. THE CONSENT SOLICITATION
STATEMENT DESCRIBED HEREIN DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN
THE SOLICITATION IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM
ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER
APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THE CONSENT SOLICITATION
STATEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
SOURCE Banco Industrial e Comercial S.A.
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