Novo Banco S.A. - Tender Offer - Update (PT)

NOVO BANCO, S.A. announces the Maximum Acceptance Amount in respect of the Tender Offer for its €400,000,000 8.500 per cent. Fixed Rate Reset Callable Subordinated Notes due 2028 (ISIN: PTNOBFOM0017)

25 MAY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"25 May 2023. Novo Banco, S.A. (the Offeror) announces today, further to its announcement on 22 May 2023 of its invitation to eligible holders of its outstanding €400,000,000 8.500 per cent. Fixed Rate Reset Callable Subordinated Notes due 2028 (ISIN: PTNOBFOM0017) (the Notes) to tender such Notes for purchase by the Offeror for cash in an aggregate principal amount up to the Maximum Acceptance Amount, subject to satisfaction of the conditions contained in a tender offer memorandum dated 22 May 2023 prepared by the Offeror (the Tender Offer Memorandum) including, but not limited to, the New Financing Condition (as defined in the Tender Offer Memorandum) (such invitation, the Offer), that, following the pricing of the New Notes to be issued by the Offeror, the Maximum Acceptance Amount in respect of the Offer is €400,000,000."

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NOVO BANCO, S.A. announces Tender Offer in respect of its €400,000,000 8.500 per cent. Fixed Rate Reset Callable Subordinated Notes due 2028 (ISIN: PTNOBFOM0017)

22 MAY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"22 May 2023. Novo Banco, S.A. (the Offeror) announces today an invitation to eligible holders of its outstanding €400,000,000 8.500 per cent. Fixed Rate Reset Callable Subordinated Notes due 2028 (ISIN: PTNOBFOM0017) (the Notes) to tender such Notes for purchase by the Offeror for cash in an aggregate principal amount up to the Maximum Acceptance Amount, subject to satisfaction of the conditions contained in a tender offer memorandum dated 22 May 2023 prepared by the Offeror (the Tender Offer Memorandum) including, but not limited to, the New Financing Condition (as defined in the Tender Offer Memorandum) (such invitation, the Offer)."

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1. The Issuer is entitled (but not obliged), subject to obtaining regulatory consent and to satisfaction of certain conditions, to redeem all (but not some only) of the Notes on 6 July 2023 (the “Reset Date”) at their principal amount together with any interest accrued and unpaid from and including 6 July 2022 up to but excluding the date fixed for redemption.

2. On the Reset Date, if not redeemed, the interest rate will reset and the Notes will bear interest at a rate which is the sum of the Reset Reference Rate (as defined in the terms and conditions of the Notes) and 8.233 per cent.

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"Rationale for the Offer

The purpose of the Offer is to proactively manage the Offeror’s capital structure and provide liquidity for investors in the Notes concurrently with the opportunity to apply for priority allocation in the New Notes (as described herein). The Offeror intends to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis at the relevant time, considering current and future regulatory capital treatment and MREL value, amongst other things."

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"New Financing Condition

The Offeror announced on 22 May 2023 its intention to issue new fixed rate reset callable subordinated Tier 2 euro denominated notes due 2033 (the New Notes), subject to market conditions. Whether or not the Offeror will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the New Financing Condition).

Issuance of New Notes

Pricing of the issue of the New Notes is expected to occur prior to the Expiration Deadline for the Offer."

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