Grupo de Inversiones Suramericana S.A. announces a Tender Offer to purchase up to U.S.$200,000,000 in aggregate principal amount of its 5.500% Notes due 2026

LUXEMBOURG, Jan. 8, 2025 /PRNewswire/ -- Grupo Sura announced today that Grupo de Inversiones Suramericana S.A. (the "Company") has commenced a tender offer to purchase for cash (the "Tender Offer") up to U.S.$200 million in aggregate principal amount of its 5.500% Notes due 2026 (the "Notes") (such amount, as may be increased or modified by the Company in its sole discretion, the "Maximum Amount"). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated January 8, 2025 (as may be amended or supplemented from time to time, the "Offer to Purchase"), and is subject to certain conditions described therein.

Timetable for the Tender Offer

• Commencement of the Tender Offer: January 8, 2025
• Early Tender Time: 5:00 p.m. NYT on January 23, 2025
• Withdrawal Deadline: 5:00 p.m. NYT on January 23, 2025
• Early Settlement Date (at Company's Option): on any day that is at least three business days following the Early Tender Time and before the Expiration Time.
• Expiration Time: 5:00 p.m. NYT on February 7, 2025
• Final Settlement Date: within two business days following the Expiration Time or as promptly as practicable thereafter.

Details of the Tender Offer

The table below summarizes certain payment terms for the Notes.

1. The Notes were originally issued by Gruposura Finance on April 26, 2016. Effective August 1, 2018, Gruposura Finance merged into the Company, which ceased to be the guarantor and became the issuer of the Notes.
2. Consideration in the form of cash per U.S.$1,000 principal amount of Notes that are validly tendered (and not validly withdrawn). Excludes Accrued Interest, if any, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable.
3. The Early Tender Payment will be payable to Holders who validly tender (and do not validly withdraw) their Notes on or prior to the Early Tender Time.
4. Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Time.

The Tender Offer expires at 5:00 p.m., New York City time, on February 7, 2025, unless extended or earlier terminated by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). In order for holders of Notes to be eligible to receive the Total Consideration (as defined below) for their Notes, such holders must validly tender (and not validly withdraw) such Notes at or prior to 5:00 p.m., New York City time, on January 23, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Early Tender Time"). Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Payment (as defined below).

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 be 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 Notes, which is payable in respect of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer.  Holders who tender (and do not validly withdraw) their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive U.S.$950, which is (i) the Total Consideration minus (ii) the Early Tender Payment (the "Tender Offer Consideration").  In addition, Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase (the "Accrued Interest"). The Company will only accept for purchase Notes up to the Maximum Amount.

The Company's obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain customary conditions, as further described in the Offer to Purchase.

On any day that is at least three business days following the Early Tender Time and before the Expiration Time, the Company will have the right, but not the obligation, to accept for purchase any Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (the "Early Settlement Date"), subject to the Maximum Amount and proration. The Early Settlement Date with respect to the Tender Offer will be determined at the Company's option, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company. Regardless of whether the Company exercises its option to have an Early Settlement Date with respect to the Tender Offer, the Company will purchase any remaining Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Time and that the Company chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by the Company, within two business days following the Expiration Time or as promptly as practicable thereafter (the "Final Settlement Date"; the Final Settlement Date and the Early Settlement Date, each being referred to as a "Settlement Date"), subject to the Maximum Amount and proration.

If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would cause the Company to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Early Tender Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases an aggregate principal amount of Notes that does not exceed the Maximum Amount.  Accordingly, if the Maximum Amount is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.

If all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time would not cause us to accept for purchase an aggregate principal amount of Notes equal to or in excess of the Maximum Amount, assuming satisfaction or waiver of the conditions of the Tender Offer, the Company will purchase on the Final Settlement Date, Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase, subject to the Maximum Amount and proration.  If the purchase of such Notes would cause us to accept for purchase an aggregate principal amount of Notes in excess of the Maximum Amount, then the Tender Offer will be oversubscribed at the Expiration Time and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Company will purchase on the Final Settlement Date, Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Company purchases the maximum aggregate principal amount of Notes that does not exceed the Maximum Amount; provided that Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time will have priority in acceptance over Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Amount is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase.

Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on January 23, 2025, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. The Early Tender Time or Expiration Time can be extended independently of the Withdrawal Deadline.

In addition, to the extent legally permitted to do so, the Company reserves the right, in its sole discretion, at any time (i) to waive any condition to the Tender Offer, (ii) to amend any of the terms of the Tender Offer, (iii) to terminate the Tender Offer; (iv) to increase or decrease the Maximum Amount, (v) to extend the Withdrawal Deadline, (vi) to extend or amend the Early Tender Time or the Expiration Time, or (vii) to modify the Tender Offer Consideration or the Early Tender Payment, in each case (other than clause (v)) without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders subject to applicable law.

Citigroup Global Markets Inc. and Itau BBA USA Securities 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: contact@gbsc-usa.com, Banks and Brokers Call Collect: +1 (212) 430-3774, All Others, Call Toll Free: +1 (855) 654-2015.

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
fjaramillo@gruposura.com.co
Carrera 43A # 5A – 113 Piso 15 (Medellín, Colombia)

Carlos Eduardo González Tabares
Investors and Capital Markets Manager
cegonzalezt@gruposura.com.co
Carrera 43A # 5A – 113 Piso 15 (Medellín, Colombia)

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SOURCE Grupo de Inversiones Suramericana S.A.