Banco de Crédito del Perú Announces Commencement Of Cash Tender Offers For Any And All Of The Outstanding U.S.$476,120,000 Aggregate Principal Amount Of 6.875% Fixed-To-Floating Rate Subordinated Notes Due 2026 (CUSIP Nos. 05954T AH4/P09646 AD5) And Any And All Of The Outstanding U.S.$720,000,000 Aggregate Principal Amount Of 6.125% Fixed-To-Floating Rate Subordinated Notes Due 2027 (CUSIP Nos. 05954T AJ0/ P09646 AE3)

LIMA, Peru, June 19, 2020 /PRNewswire/ -- Banco de Crédito del Perú ("BCP") today announced the commencement of an offer to purchase for cash  (1) any and all of the outstanding 6.875% Fixed-to-Floating Rate Subordinated Notes due 2026 issued by BCP acting through its Panamanian Branch (the "2026 Notes"), for a purchase price for the 2026 Notes equal to the applicable Purchase Price (the "2026 Notes Tender Offer"); and (2) any and all of the outstanding 6.125% Fixed-to-Floating Rate Subordinated Notes due 2027 issued by BCP acting through its Panamanian Branch (the "2027 Notes" and, together with the 2026 Notes, the "Notes"), for a purchase price for the 2027 Notes equal to the applicable Purchase Price (the "2027 Notes Tender Offer" and, together with the 2026 Notes Tender Offer, the "Tender Offers"). The Tender Offers are being made upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated June 19, 2020 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase and the Letter of Transmittal, the "Offer Documents").

The table below summarizes certain payment terms for the Notes:

The 2026 Notes Tender Offer will expire at 10:00 a.m., New York City time, on June 26, 2020, or any other date and time to which BCP extends the 2026 Notes Tender Offer (such date and time, as it may be extended with respect to the 2026 Notes Tender Offer, the "2026 Notes Expiration Time"). Holders of 2026 Notes must validly tender their 2026 Notes at or prior to the 2026 Notes Expiration Time and not validly withdraw them at or prior to the Withdrawal Deadline (as defined in the Offer to Purchase) in order to be eligible to receive the 2026 Purchase Price (as defined in the Offer to Purchase) plus Accrued Interest (as defined in the Offer to Purchase) for such 2026 Notes. Tendered 2026 Notes may be validly withdrawn at any time at or prior to the 2026 Notes Expiration Time but not thereafter.

The 2027 Notes Tender Offer will expire at 10:00 a.m., New York City time, on June 26, 2020, or any other date and time to which BCP extends the 2027 Notes Tender Offer (such date and time, as it may be extended with respect to the 2027 Notes Tender Offer, the "2027 Notes Expiration Time" and each of the 2026 Notes Expiration Time and 2027 Notes Expiration time, an "Expiration Time").  Holders of 2027 Notes must validly tender their 2027 Notes at or prior to the 2027 Notes Expiration Time and not validly withdraw them at or prior to the Withdrawal Deadline in order to be eligible to receive the 2027 Purchase Price (as defined in the Offer to Purchase) plus Accrued Interest for such 2027 Notes. Tendered 2027 Notes may be validly withdrawn at any time at or prior to the 2027 Notes Expiration Time but not thereafter.

Additionally, we will pay additional amounts such that the applicable Purchase Price and Accrued Interest received by Holders after withholding tax will be equal to the amount that would have been due had there been no withholding tax.

BCP's obligation to purchase Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, described in the Offer Documents. BCP reserves the right, in BCP's sole discretion, to amend or terminate the any of the Tender Offers at any time.

Tendering Holders who wish to tender their Notes and subscribe for the New Notes (as defined in the Offer to Purchase) should quote a Unique Identifier Code (as defined in the Offer to Purchase) corresponding to the New Notes being subscribed, which can be obtained by contacting any of the dealer managers, through ATOP (as defined in the Offer to Purchase) or in their Letter of Transmittal.  A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such Holder should obtain and quote a Unique Identifier Code in its ATOP, Electronic Acceptance Instruction or Letter of Transmittal.

BCP will review tender instructions received on or prior to the applicable Expiration Time, and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.

The information and tender agent for the Tender Offers is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (866) 745-0273 or email [email protected]. Additional contact information is set forth below.

Copies of each of the Offer Documents are available at the following web address: www.dfking.com/bcp.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.

The dealer managers for the Tender Offers are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. None of BCP, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.

SOURCE Banco de Crédito del Perú