Disclaimer
IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN or into, or TO ANY PERSON LOCATED OR RESIDENT IN or AT any address IN, THE UNITED STATES. IN PARTICULAR, THIS NOTICE AND THE OFFER TO PURCHASE FOLLOWING THIS NOTICE SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. FOR THESE PURPOSES, “THE UNITED STATES” MEANS THE UNITED STATES OF AMERICA, 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 OF AMERICA AND THE DISTRICT OF COLUMBIA OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED OFFER TO PURCHASE.
CUSTODIANS, DIRECT PARTICIPANTS AND CLEARING SYSTEMS WILL HAVE DEADLINES FOR RECEIVING INSTRUCTIONS PRIOR TO THE EXPIRATION DEADLINE AND YOU SHOULD CONTACT THE INTERMEDIARY WITH WHICH YOU HOLD YOUR NOTES AS SOON AS POSSIBLE TO ENSURE PROPER AND TIMELY DELIVERY OF INSTRUCTIONS.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offer to Purchase, whether received by e-mail or otherwise received as a result of electronic communication, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached document. In accessing the attached Offer to Purchase, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time, each time you receive any information from us at any time. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Offer to Purchase.
The attached Offer to Purchase should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever and, in particular, should not be forwarded in or into the United States or to any person located or resident in the United States. Any such forwarding, distribution or reproduction of the attached Offer to Purchase in whole or in part is unauthorized. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States or other jurisdictions.
Confirmation of your representation: You have been sent the attached Offer to Purchase at your request and by accessing the Offer to Purchase you shall be deemed to have represented to América Móvil, S.A.B. de C.V. (the “Company”), and to Barclays Bank PLC as Dealer Manager (the “Dealer Manager”) and Morrow Sodali Limited as Tender and Information Agent (the “Tender and Information Agent”), that:
- you are a holder or a beneficial owner of the Company’s €550,000,000 Euro NC10 (Euro Series B) Capital Securities due 2073 (ISIN: XS0969341147) (the “Notes”);
- you are not a person to whom it is unlawful to send the attached Offer to Purchase or to make an Offer (as defined in the attached Offer to Purchase) under applicable laws and regulations including the Offer Restrictions;
- you are not located or resident in the United States or acting for the account or benefit of persons located or resident in the United States and will not be located in or a resident of the United States or acting for the account or benefit of persons located or resident in the United States at the time of your acceptance of the Offer described in the attached Offer to Purchase;
- you consent to delivery of the attached Offer to Purchase by electronic transmission to you;
- if applicable, the email address that you have given us and to which this document has been delivered is not located in the United States; and
- you are not a Sanctions Restricted Person (as defined herein).
The attached Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Dealer Manager, the Tender and Information Agent or any person who controls, or is a director, officer, employee or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Tender and Information Agent at the address specified on the back cover of the attached Offer to Purchase.
You are reminded that the attached Offer to Purchase has been delivered to you on the basis that you are a person into whose possession the attached Offer to Purchase may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located or resident, and you may not, nor are you authorized to, deliver, transmit, forward or otherwise distribute the Offer to Purchase, directly or indirectly, to any other person.
In any jurisdiction in which such offer or solicitation is unlawful, the attached Offer to Purchase does not constitute an offer to buy or a solicitation of an offer to sell any Notes, and offers to sell of Notes in the Offer will not be accepted from holders of Notes in any such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by the Dealer Manager or any such affiliate, as the case may be, on behalf of the Company in such jurisdictions.
THE ATTACHED OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR INVITATION IN MEXICAN TERRITORY. ANY OFFER OR INVITATION IN MEXICO SHALL BE MADE THROUGH A DOCUMENT AUTHORIZED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES (THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION, OR “CNBV”). THE ATTACHED OFFER TO PURCHASE IS SOLELY THE RESPONSIBILITY OF THE COMPANY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE TERMS AND CONDITIONS OF THE OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE SOLVENCY OF THE COMPANY.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.
The communication of this document is not being made, and this document has not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this document is not being distributed to or directed at, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this document is being made and distributed only to, and is directed only at: (a) persons outside the United Kingdom; (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)); (c) those persons who are existing members or creditors of the Company or other persons within Article 43(2) of the Order; (d) high-net-worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (e) any person to whom it may otherwise lawfully be made in accordance with the Order (all such persons together being “relevant persons”). This document is only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.