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

SAO PAULO, Oct. 6, 2015 /PRNewswire/ --

BANCO VOTORANTIM S.A.
(a corporation (sociedade por açoes) incorporated under the laws of the Federative Republic of Brazil)

Offer to Purchase for Cash
Up to the Maximum Acceptance Amount (as defined in the Offer to Purchase)
of Banco Votorantim S.A.'s Outstanding 7.375% Subordinated Notes due 2020
(CUSIP: 05967DAA9 and P1516SFE1; ISIN: US05967DAA90 and USP1516SFE11) (the "Notes")

Banco Votorantim S.A. (the "Bank") hereby announces the final 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 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents") up to the Maximum Acceptance Amount of the outstanding Notes from the Holders, for the consideration described in the Offer Documents, announced to the market on September 8, 2015.

By September 21, 2015, at 5:00 p.m. EST (the "Early Tender Date"), the Bank 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 in the Offer to Purchase) 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.

On September 22, 2015, the Bank announced that, based on the Maximum Acceptance Amount and in accordance with the proration provisions of the Tender Offer, it would accept for purchase U.S.$283,129,000 aggregate principal amount of Notes, representing 25.07% of the total outstanding principal amount of the Notes. The Total Consideration (as defined in the Offer to Purchase) paid for Notes accepted for purchase on September 23, 2015 (the "Early Settlement Date") was U.S.$288,791,580.

The Bank hereby announces that as of October 5, 2015, at 12:00 Midnight EST (the "Expiration Date"), it had elected not to increase the Maximum Acceptance Amount. Because the Tender Offer was fully subscribed as of the Early Tender Date, the Bank will not be accepting for purchase any Notes not already purchased on the Early Settlement Date. Any Notes tendered pursuant to the Tender Offer but not accepted for purchase by the Bank on the Early Settlement Date will be promptly returned to Holders.

D. F. King & Co., Inc. acted 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 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.

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

The Dealer Managers for the Tender Offer are:

SOURCE Banco Votorantim S.A.