Banco Votorantim Announces the Early Tender Results of the Tender Offer for its Subordinated Notes due 2020

SAO PAULO, Sept. 22, 2015 /PRNewswire/ -- Banco Votorantim 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") and the related letter of transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents") up to the Maximum Acceptance Amount (as defined in the Offer to Purchase) of the outstanding Notes from the Holders, for the consideration described in the Offer Documents, announced to the market on September 8, 2015.

The Bank hereby announces that on September 21, 2015, at 5:00 p.m. ET (the "Early Tender Date"), it had received valid tenders from Holders of U.S.$418,372,000 in principal amount of Notes. Furthermore, pursuant to the Offer Documents, the Maximum Acceptance Amount for the Tender Offer is U.S.$288,792,345.75, calculated using the Applicable Exchange Rate (as defined below) of R$3.9821 per U.S.$1.00 to determine the U.S. dollar equivalent of the Maximum Acceptance Amount of R$1,150 million.

For purposes hereof, the "Applicable Exchange Rate" is the rate of exchange from Brazilian reais to U.S. dollars, expressed as the amount of Brazilian reais per one U.S. dollar reported by the Central Bank of Brazil (Banco Central do Brasil) on the SISBACEN data system under transaction code PTAX-800 ('Consultas de Cambio' or 'Exchange Rate Enquiry'), Option 5, 'Venda' ('Cotacoes para Contabilidade') or 'Rates for Accounting Purposes') (the "Reference Rate") at or about 1:00 p.m. (Sao Paulo, Brazil time) on the Early Tender Date.

Pursuant to the Offer Documents, and the proration terms of the Tender Offer, validly tendered Notes will be accepted for purchase on a prorated basis up to the Maximum Acceptance Amount (being the total aggregate consideration available for the Tender Offer, including the payment of the Early Tender Payment, but excluding Accrued Interest). Based on the Maximum Acceptance Amount, the Bank will accept for purchase U.S.$283,129,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn or rejected) prior to the Early Tender Date, representing 25.07% of the total outstanding principal amount of the Notes. Pursuant to the Offer to Purchase, tendered Notes that would have resulted in a minimum denomination below U.S.$100,000 after proration were accepted in their entirety. The Total Consideration (as defined in the Offer to Purchase) payable under the Tender Offer for Notes validly tendered (and not validly withdrawn or rejected) prior to the Early Tender Date is U.S.$288,791,580.

The Expiration Date of the Tender Offer is 12:00 Midnight, New York City time, on October 5, 2015, unless extended. Holders who have not already tendered their Notes may continue to do so at any time prior to the Expiration Date, but to the extent such Notes are validly tendered and not withdrawn and accepted for purchase, such holders will be entitled to receive only the Tender Offer Consideration, which is equal to the Total Consideration, less the Early Tender Payment. However, because the amount of Notes tendered at or prior to the Early Tender Date resulted in an aggregate total consideration that exceeds the Maximum Acceptance Amount, the Bank does not expect to accept for purchase any additional Notes in the Tender Offer. Notes may be accepted for purchase if the Bank increases the Maximum Acceptance Amount, which the Bank is entitled to do in its sole discretion. There can be no assurance that the Bank will increase the Maximum Acceptance Amount. Withdrawal rights for the Tender Offer have expired and have not been extended.

In accordance with the Offer Documents, the Early Settlement Date for Notes validly tendered and accepted for purchase is expected to be September 23, 2015.

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 Votorantim Securities, BB Securities, Citigroup and Standard Chartered Bank 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 Tender Offer for the Notes is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. Holders of the Notes should read the Offer to Purchase and the Letter of Transmittal carefully prior to making any decision with respect to the Tender Offer because they contain 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, 22^nd Floor
New York, NY 10005
[email protected]

Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (800) 591-8269
By Facsimile:
(For Eligible Institutions only):
(212) 709-3328
Confirmation:
(212) 493-6940

Attention: Krystal Scrudato

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 Votorantim S.A.