Comisión Federal de Electricidad - Offer to Purchase

THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OUTSIDE OF MEXICO, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

MEXICO CITY, Mexico, Nov. 5, 2021 /PRNewswire/ -- Comisión Federal de Electricidad ("CFE" or the "Company") announced today that is has commenced an offer to purchase (the "Offer") up to 105,000,000 of its 7.35% certificados bursátiles due 2025 (BMV Ticker Symbol: CFE 14-2; ISIN: MX95CF050047) (the "Cebures"), representing Ps.10,500,000,000 aggregate principal amount of Cebures, upon the terms and subject to the conditions set forth in the offer to purchase dated 5 November, 2021 (as amended or supplemented from time to time, the "Offer to Purchase").

The Offer commenced on 5 November, 2021 at 9:00 a.m. (Mexico City time) (3:00 p.m. (London time)), and will expire at 12:00 p.m. (Mexico City time) (6:00 p.m. (London time)) on 8 December, 2021 (such time and date, as the same may be extended by CFE in its sole discretion pursuant to the terms of the Offer to Purchase and applicable law, the "Expiration Date").

Each Holder who wishes to participate in the Offer must instruct the applicable custodian of their Cebures to accept the Offer in accordance with the procedures previously agreed upon with such custodian, on the terms of their respective stock brokerage contract and in accordance with the terms set forth in the Offer to Purchase. Holders may withdraw tenders of Cebures in the Offer at any time at or prior to the Expiration Date by submitting a notice of withdrawal to the Intermediary (as defined below). Any Cebures tendered that are not validly withdrawn prior to the Expiration Date may not be withdrawn after the Expiration Date.

Holders of Cebures who validly tender and do not validly withdraw their Cebures at or prior to the Expiration Date will receive, for each Ps.100 principal amount of Cebures tendered, an amount in cash in Mexican pesos equal to the present value on the Settlement Date (as defined below) of each of the pending payments of principal and interest on the Cebures, in each case, discounted at a rate equal to the sum of the annual rate of return of the MBono due on March 5, 2026 (the "Reference MBono Purchase Rate") plus 145 basis points (the "Purchase Price"). For illustrative purposes, the hypothetical consideration payable to Holders of Cebures, calculated based on the present value on the Settlement Date of each of the pending payments of principal and interest on the Cebures, discounted at a rate equal to the sum of the Reference MBono Purchase Rate on 4 November, 2021 of 7.22% plus 145 basis points, would be Ps. 95.605155 per Ps.100 principal amount of Cebures.

The Purchase Price is expected to be paid to Holders whose Cebures have been accepted in the Offer on the third business day in Mexico following the Expiration Date, or 13 December, 2021 (the "Settlement Date"). The Purchase Price will be paid exclusively in cash. Holders will also receive accrued and unpaid interest on the Cebures accepted for purchase in the Offer from the last interest payment date to, and including, the Settlement Date.

If the Company receives tenders representing more than 100% of the Cebures subject to the Offer (105,000,000 Cebures, representing Ps.10,500,000,000 aggregate principal amount of Cebures), acceptances of the Cebures tendered in the Offer will be prorated among all Holders who have accepted the Offer and rounded down to the closest whole number without taking into consideration the time in which Holders tendered their Cebures during the period of the Offer. The allocation will be adjusted to the lowest whole number of Cebures once the pro-rata allocation of the Offer has been applied. If the Company receives tenders that represent less than 100% of the number of Cebures subject to the Offer, acceptances of the Cebures tendered in the Offer will be allocated among the Holders who have tendered Cebures in amounts corresponding to each of their respective tenders.

The Company's obligation to accept for purchase, and to pay for, Cebures validly tendered and not validly withdrawn pursuant to the Offer is conditioned upon the satisfaction or waiver of certain conditions more fully described in the Offer to Purchase, including, among others, obtaining the required authorizations and resolutions required to consummate the Offer under conditions that do not adversely affect the Company.

The Cebures that are not acquired by the Company in accordance with the provisions of the Offer to Purchase will continue to be registered with the National Securities Registry (Registro Nacional de Valores, or the "RNV") maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or the "CNBV") and listed on the Mexican Stock Exchange.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Cebures as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Offer, before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Casa de Bolsa BBVA México, S.A. de C.V., Grupo Financiero BBVA México is the intermediary (the "Intermediary") for the Offer in Mexico. Lucid Issuer Services Limited has been appointed as the information agent for the Offer (the "Information Agent").

Any questions or requests for assistance in connection with the Offer may be directed to the Intermediary or the Information Agent at:

Intermediary

Casa de Bolsa BBVA México, S.A. de C.V., Grupo Financiero BBVA México: [email protected] / +55 5621-9135 +55 5621-9148.

Information Agent

Lucid Issuer Services Limited: +44 (0) 20 7704 0880 / [email protected] / https://deals.lucid-is.com/cfe

This announcement is for informational purposes only, and is not an offer to purchase or a solicitation of an offer to sell any security. The Offer is being made solely pursuant to the Offer to Purchase. The Offer to Purchase has not been filed with, or reviewed by, any national or local securities commission or regulatory authority outside of Mexico, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary may be unlawful and may be a criminal offense.

The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which the Intermediary, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by such Intermediary, or such affiliates, on behalf of the Company.

Forward-Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

About the Company

CFE is an electric power company operating as a productive state enterprise of the Mexican government and wholly-owned by the Mexican government. CFE's business is divided into four main areas: generation, transmission, distribution and commercialization. CFE continually invests in electricity generation, transmission and distribution infrastructure in order to address Mexico's growing electricity demand.

SOURCE Comisión Federal de Electricidad (CFE)