Banco Pan Announces the Early Tender Results of the Tender Offer for its 8.50% Subordinated Notes due 2020

SAO PAULO, June 7, 2016 /PRNewswire/ --

BANCO PAN S.A.
(a corporation (companhia aberta de capital autorizado) incorporated under the laws of the Federative Republic of Brazil)

Offer to Purchase for Cash
Up to U.S.$100,000,000 in aggregate principal amount of
Banco Pan S.A.'s Outstanding 8.50% Subordinated Notes due 2020
(CUSIP: 05965RAB8 and P14996AG0; ISIN: US05965RAB87 and USP14996AG02) (the "Notes")

Banco Pan S.A. (the "Bank") hereby announces the early tender results of its offer to purchase for cash (the "Tender Offer"), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time) (the "Offer to Purchase") up to U.S.$100,000,000 in aggregate principal amount of the outstanding Notes (the "Tender Cap") from the Holders, for the consideration described in the Offer to Purchase, announced to the market on May 23, 2016. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms as set forth in the Offer to Purchase.

The Bank hereby announces that on June 6, 2016, at 5:00 p.m., New York City time (the "Early Tender Date"), it had received valid tenders (which had not been validly withdrawn or rejected) from Holders of U.S.$ 42,558,000 in principal amount of Notes.

Pursuant to the Offer to Purchase and subject to the Tender Cap and other conditions to the Tender Offer set out in the Offer to Purchase, the Bank intends to accept for purchase on the Settlement Date (as defined in the Offer to Purchase) all Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Expiration Date (as defined in the Offer to Purchase), and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Expiration Date exceeds the Tender Cap. If Notes are validly tendered (and not validly withdrawn or rejected) in excess of the Tender Cap, such tendered Notes, including those tendered at or prior to the Early Tender Date, will be subject to proration. The Bank reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law, which could result in the Bank purchasing a greater principal amount of Notes in the Tender Offer. There can be no assurance that the Bank will exercise its right to increase the Tender Cap. For a description of the applicable proration procedures, see "The Tender Offer—Proration" in the Offer to Purchase.

The Withdrawal Deadline was 5:00 p.m., New York City time, on June 6, 2016 and has not been extended. Notes tendered prior to the Withdrawal Deadline and not withdrawn prior to the Withdrawal Deadline may not be withdrawn thereafter and Notes tendered on or after the Withdrawal Deadline may not be withdrawn, in each case except in certain limited circumstances where additional withdrawal rights are required by applicable law (as determined by the Bank).

The Expiration Date of the Tender Offer is 11:59 p.m., New York City time, on June 20, 2016, unless extended. Holders who have not already tendered their Notes may continue to do so at any time prior to the Expiration Date, but such holders will be entitled to receive only the Tender Offer Consideration, which is equal to the Total Consideration, less the Early Tender Payment, plus Accrued Interest.

In accordance with the Offer to Purchase, the Settlement Date for Notes validly tendered (and not validly withdrawn or rejected) is expected to be June 23, 2016. The Settlement Date is the date on which payment of the applicable Consideration, plus Accrued Interest, will be made with respect to Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date or after the Early Tender Date but at or prior to or the Expiration Date (as applicable) and accepted for purchase by the Bank on the Settlement Date. Payment for all such accepted Notes will be made on the Settlement Date, regardless of whether such Notes were tendered at or prior to, or after, the Early Tender Date.

D.F. King & Co., Inc. is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Tender Offer. Banco Bradesco BBI S.A., BTG  Pactual US Capital, LLC and Santander Investment Securities Inc. are acting as Dealer Managers for the Tender Offer (the "Dealer Managers").

This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes. The Offer for the Notes is only being made pursuant to the Offer to Purchase. Holders of the Notes should read the Offer to Purchase carefully prior to making any decision with respect to the Tender Offer because it contains important information.

This announcement has been issued by and is the sole responsibility of the Bank. In accordance with normal practice, the Dealer Managers express no opinion on the merits of the Tender Offer, nor do they accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the Tender Offer.

The Tender and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
[email protected]

Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (877) 283-0321

By Facsimile:
(For Eligible Institutions only):
(212) 709-3328

Confirmation:
(212) 232-3325

Attention: Peter Aymar

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.

The Dealer Managers for the Tender Offer are:

SOURCE Banco Pan S.A.