CFG Citizens Financial Group Inc

CFG INVESTMENT S.A.C. ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS EXTENDED OFFERS

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY OR SELL, SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

LONDON, April 18, 2023 /PRNewswire/ -- CFG Investment S.A.C. (the "Company") today announced the expiration and final results of its previously announced offers to (i) redeem for cash its Variable Rate Senior Secured Notes due 2032 (the "Senior Secured Notes") and (ii) purchase for cash its 10.00% Second Lien Notes due 2032 (the "Second Lien Notes", and together with the Senior Secured Notes, the "Notes") (each such offer, an "Offer" and together, the "Offers") from eligible holders of the Notes ("Eligible Holders"), in each case on the terms and conditions set forth in the Company's Offer Memorandum, dated as of March 13, 2023 (as amended by the Company's extension announcement dated as of April 3, 2023 (the "Initial Results and Extension Announcement), the "Offer Memorandum"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Memorandum.

On April 3, 2023, the Company announced the initial results of the Offers in the Initial Results and Extension Announcement, pursuant to which the Company redeemed or purchased, as applicable, $8,337,632 of aggregate principal amount of Senior Secured Notes and $32,800,629 of aggregate principal amount of Second Lien Notes (such amount of Notes, the "Initial Settlement Amount"). The Company also extended the Offers until 16:00 (London time) on April 14, 2023 (the "Expiration Time") and increased the Maximum Payment Amount to $61,138,261 (which amount included the Initial Settlement Amount), offering to purchase or redeem, as applicable, for cash, up to an additional $20,000,000 aggregate principal amount of Notes (the Offers as so extended and upsized, the "Extended Offers"), at the Redemption Value of 135% of the outstanding aggregate principal amount with respect to the Senior Secured Notes, and at the Clearing Price of 80% of the outstanding aggregate principal amount of the with respect to the Second Lien Notes.

Final Results of the Extended Offers

The Extended Offers expired at the Expiration Time and no tenders submitted after the Expiration Time are valid. The table below sets forth the results of the Extended Offers received following 16:00 (London time) on April 14, 2023, according to information provided by Kroll Issuer Services Limited (the "Information and Tender Agent"), as of the Expiration Time:

⁽¹⁾  Only reflects amounts tendered in the Extended Offers (from the period following the Initial Results and Extension Announcement until the Expiration Time).

⁽²⁾ This amount excludes accrued and unpaid interest from and including the interest payment date immediately preceding the Settlement Date (as defined below) to, but excluding the Settlement Date ("Accrued Interest"), which will be paid by the Company to the holders of the Notes validly tendered and accepted in the Offers.

⁽³⁾ Expressed as a percentage of the outstanding aggregate principal amount of the Notes.

Pursuant to the terms set forth in the Offer Memorandum, the Company has increased the Maximum Payment Amount to $75,445,319.21. The Company expects to accept for redemption all Senior Secured Notes tendered at the previously announced Redemption Value of 135% of the outstanding aggregate principal amount of the Senior Secured Notes, equivalent to an aggregate principal amount of $4,644,274.21, and to accept for purchase Second Lien Notes, on a pro rata basis, tendered at the previously announced Clearing Price of 80% of the outstanding aggregate principal amount of the Second Lien Notes, up to a maximum aggregate principal amount of $29,662,784.00. The settlement of the Extended Offers is expected to occur on or about April 20, 2023 (the "Settlement Date"). All Eligible Holders whose Notes are accepted for redemption or purchase will receive the Redemption Value or the Clearing Price, as applicable, plus Accrued Interest.  

On the Settlement Date, after giving effect to the settlement of the Extended Offers, the Company and its subsidiaries are expected to have cash and cash equivalents of approximately $43 million.

Information and Tender Agent

Questions regarding the Offers and requests for copies of the Offer Memorandum may be directed to the Information and Tender Agent as follows:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: cfg@is.kroll.com
Attention:  Illia Vyshenskyi / Paul Kamminga
Website: https://deals.is.kroll.com/cfgtender

None of the Company, the Information and Tender Agent, or any of their respective affiliates made any recommendation as to whether Eligible Holders should tender any Notes in response to the Offers.

About The Company

The Company (together with its subsidiaries, the "Group") is a global integrated industrial fishing company with access to fish in Peru, one of the world's most important fishing grounds. Employing the latest catch solutions, the Group catches and delivers high quality anchovy to its processing plants located strategically along Peru's coastal areas where they are transformed into fishmeal and fish oil products for direct and indirect human consumption. The Group is one of the world's leading producers of fishmeal and fish oil.

Safe Harbor

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company's plans and expected timing with respect to the Offers. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "continue," "anticipate," "target," "could," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: potential or pending acquisition transactions; the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company's acquisition transactions; integration and benefits of property acquisitions or the effects of such acquisitions on the Company's cash position and levels of indebtedness; changes in the Company's reserves estimates or the value thereof; disruptions to the Company's business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which the Company conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; the Company's ability to raise or access capital; changes in accounting principles, policies or guidelines; financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products and prices; and the COVID-19 pandemic and its related economic repercussions and effect on the fishing industry. Additional information concerning potential factors that could affect future financial results is included in the Offer Memorandum, which describe factors that could cause the Company's actual results to differ from those set forth in the forward-looking statements.

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

Contact
Samantha Ratcliffe
Head of Investor Relations
sratcliffe@copeinca.com.pe

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SOURCE CFG Investment S.A.C.