GRUPO DE INVERSIONES SURAMERICANA S.A. ANNOUNCES EARLY TENDER RESULTS AND EARLY SETTLEMENT DATE AND INCREASE OF MAXIMUM AMOUNT

Grupo de Inversiones Suramericana S.A. announces early tender results, early settlement and an amendment to the Tender Offer to purchase up to U.S.$230 million in aggregate principal amount of its 5.500% Notes due 2026

LUXEMBOURG, Jan. 24, 2025 /PRNewswire/ -- Grupo de Inversiones Suramericana S.A. (the "Company") announced today (i) the early tender results of its previously announced tender offer to purchase for cash (the "Tender Offer") up to U.S.$200 million in aggregate principal amount (the "Maximum Amount") of its 5.500% Notes due 2026 (the "Notes"), (ii) the Early Settlement Date (as defined below) and (iii) amendments to the Tender Offer. The Tender Offer is being made pursuant to the terms of an offer to purchase dated January 8, 2025 (as amended hereby and as may be amended or supplemented from time to time, the "Offer to Purchase"), and is subject to certain conditions described therein. Capitalized terms used in this press release but not otherwise defined shall have the same meaning as the one ascribed in the Offer to Purchase.

Details of the Tender Offer

The Company has been advised by Global Bondholder Services Corporation (GBSC), as information agent and tender agent, that as of 5:00 p.m., New York City time, on January 23, 2025 ("Early Tender Time"), U.S.$291,799,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn. The consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer (the "Total Consideration") will equal U.S.$1,000. The Total Consideration includes an early tender payment (the "Early Tender Payment") equal to U.S.$50 per U.S.$1,000 principal amount of such Notes. Holders whose Notes are accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Early Settlement Date.

Pursuant to the Offer to Purchase, and subject to the terms and conditions of the Tender Offer set forth therein, the Company intends to accept for purchase U.S.$230 million aggregate principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and has exercised its right to have an early settlement date, which is expected to occur on January 30, 2025 (the "Early Settlement Date").

The following table sets forth the principal amount of the Notes tendered, the principal amount the Company intends to accept for purchase, the outstanding principal amount after the Tender Offer and the proration factor.

The Company is hereby amending the Offer to Purchase to increase the Maximum Amount to U.S.$230 million. Except for the increase of the Maximum Amount, all other terms and conditions of the Tender Offer remain unchanged. Holders that have previously tendered their Notes do not need to re-tender their Notes or take any other action in response to this amendment of the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on February 7, 2025 (the "Expiration Time"). In addition, the withdrawal deadline of 5:00 p.m., New York City time, on January 23, 2025, for the Tender Offer has now passed; accordingly, Notes validly tendered in the Tender Offer may not be withdrawn. Holders of Notes may tender Notes at or prior to the Expiration Time in order to receive the Total Consideration. The Company will only accept for purchase Notes up to the Maximum Amount. Since the Maximum Amount has been reached in respect of tenders of Notes made at or prior to the Early Tender Time, no further Notes will be accepted for purchase.

The Company's obligation to accept for purchase, and to pay for, any Notes validly tendered to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, which are more fully described in the Offer to Purchase.

Citigroup Global Markets Inc. and Itau BBA USA Securities, Inc. are acting as the dealer managers for the Tender Offer and can be contacted with questions regarding the Tender Offer at the following telephone numbers and email addresses:

Copies of the Offer to Purchase are available to holders of Notes from Global Bondholder Services Corporation (GBSC), the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to Global Bondholder Services Corporation (GBSC) at 65 Broadway, Suite 404, New York, NY 10006, Attn: Corporate Action, Email: [email protected], Banks and Brokers Call Collect: +1 (212) 430-3774, All Others, Call Toll Free: +1 (855) 654-2015.

Neither the Offer to Purchase nor any of the other documents related to the Tender Offer have been filed with or reviewed by the U.S. Securities and Exchange Commission, any federal or state securities commission or any other regulatory authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase or any of the other documents related to the Tender Offer. Any representation to the contrary is unlawful and may be a criminal offense.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its affiliates. The Tender Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities laws of such jurisdiction. No recommendation is made by the Bank of New York Mellon as trustee, the Company, the dealer managers or the information agent and the tender agent as to whether holders should tender their Notes with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.

Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About Grupo Sura

We are the parent company of a group of leading companies operating primarily in the financial services sector in Latin America, including mandatory pension funds, voluntary savings and insurance, and the principal shareholder of Bancolombia S.A., which is engaged in universal banking activities in Colombia and Central America. While the Company has its origins in Colombia, the Company has expanded to other countries and regions, including Chile, Mexico, Peru, Uruguay, Central America, the Caribbean and the United States.

IR contact

Federico Jaramillo Zuluaga
Treasurer
[email protected]
Carrera 43A # 5A – 113 Piso 15 (Medellín, Colombia)

Carlos Eduardo González Tabares
Investors and Capital Markets Manager
[email protected]
Carrera 43A # 5A – 113 Piso 15 (Medellín, Colombia)

SOURCE Grupo de Inversiones Suramericana S.A.