Scotiabank Perú announces settlement of Tender Offer for cash for any and all of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2027

LIMA, Peru, Jan. 13, 2023 /PRNewswire/ – Scotiabank Perú S.A.A. ("Scotiabank Perú" or the "Company") (Lima Stock Exchange: SCOTIAC1) announced today the settlement of its previously announced tender offer for cash (the "Tender Offer") for any and all of its outstanding 4.50% Fixed-to-Floating Rate Subordinated Notes due 2027 (CUSIP Nos.80928H AA1 and P8542T AP2) (the "Notes"), which expired on January 10, 2023, at 5:00 p.m., New York City time (the "Expiration Time"). As of the Expiration Time, a total aggregate principal amount of $108,003,000 Notes was tendered and accepted for purchase. No Notices of Guaranteed Delivery (as defined below) were delivered in connection with tender of Notes, at or prior to the Expiration Time.   

The Tender Offer was made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated January 3, 2023 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

In addition to the Consideration, holders of Notes accepted for payment received accrued and unpaid interest from and including the last interest payment date for the Notes to, but not including, the Settlement Date (as defined in the Offer to Purchase). Any additional amounts due in respect of any such accrued and unpaid interest were grossed up, as applicable, pursuant to the terms of the indenture.

Scotiabank Perú engaged Scotia Capital (USA) Inc. as the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Scotia Capital (USA) Inc. at (800) 372-3930 (Toll-Free) or (212) 225-5559 (Collect).

The complete terms and conditions of the Tender Offer are described in the Offer Documents, copies of which are available at the following web address: https://www.gbsc-usa.com/scotiaperu/, or may also be obtained from Global Bondholder Services Corporation ("GBSC"), the Information and Tender Agent for the Tender Offer, by contacting GBSC at 855-654-2014 (Toll-Fee) or (212) 430-3774 (Banks and Brokers).

The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S of the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption under the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or solicitation of an offer to buy the Notes or any security, nor will there be any sale of the Notes or any such security in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Scotiabank Perú is a full-service Peruvian bank providing a wide range of financial services and products tailored to the specific needs of its customers. Scotiabank Perú's operations can be broadly divided into two main business segments: (1) Retail Banking, which includes Preferred Banking, Personal and Standard Banking and Small Business Banking, and (2) Wholesale Banking, which includes Corporate Banking, Commercial Banking, Institutional Banking, Corporate Finance, Credit Solutions, Global Transaction Banking and Market & Economic Studies.

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Scotiabank Perú's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Scotiabank Perú's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Scotiabank Perú does not undertake any obligation to update publicly or revise any forward–looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. New factors emerge from time to time and it is not possible for management to predict all such factors.

SOURCE Scotiabank Perú S.A.A.