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 Solicitation Statement.
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 contact below.
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
Citigroup Global Markets Inc.
390 Greenwich Street, First Floor
New York, NY 10013, USA
Attn: Liability Management Group
Collect: (212) 723-6106
Toll free: (800) 558-3745
TABULATION AND INFORMATION AGENT
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (866)-470-3800
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.