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

SAO PAULO, June 21, 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 final 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 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 20, 2016, at 11:59 p.m., New York City time (the "Expiration Date"), it had received valid tenders (which had not been validly withdrawn or rejected) from Holders of U.S.$43,208,000 in aggregate principal amount of Notes. Accordingly, tenders of Notes will not be subject to the proration procedures described in the Offer to Purchase.

Pursuant to 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for purchase on the Settlement Date (as defined in the Offer to Purchase) all Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Expiration Date (as defined in the Offer to Purchase). The Bank hereby announces that the conditions to the Tender Offer have been satisfied or waived.

In accordance with the Offer to Purchase, the Settlement Date for Notes validly tendered (and not validly withdrawn or rejected) is expected to be June 23, 2016.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applicable Consideration, plus Accrued Interest, will be made with respect to Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date or after the Early Tender Date but at or prior to or the Expiration Date (as applicable) and accepted for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. acted as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. Banco Bradesco BBI S.A., BTG Pactual US Capital, LLC and Santander Investment Securities Inc. acted 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 Tender Offer for the Notes was made pursuant to the Offer to Purchase.

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 was:

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

The Dealer Managers for the Tender Offer were:

SOURCE Banco Pan S.A.