pta20200409009
Public disclosure of inside information according to article 17 MAR

América Móvil, S.A.B. de C.V.: América Móvil Announces Invitation for Offers to Sell in Respect of its Zero Coupon Exchangeable Bonds due 2020

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES

Mexico City (pta009/09.04.2020/08:45 UTC+2) 9 April 2020 - América Móvil, S.A.B. de C.V (the "Company") hereby announces that it has today decided to commence an invitation (subject to offer restrictions) to holders of the bonds (the "Bondholders") described in the table below (the "Bonds") to submit offers to sell (each such offer, an "Offer to Sell") any and all of the outstanding Bonds to the Company for cash (the "Invitation").

BondsISINPrimary ListingDenominationsOutstanding Aggregate Principal AmountPurchase Price
EUR 3,000,000,000 Zero Coupon Exchangeable Bonds due 2020XS1238034695Open Market (Freiverkehr) of the Frankfurt am Main Stock ExchangeEUR 100,000EUR 2,925,500,00099.95%
(EUR 99,950 for each EUR 100,000 in principal amount)


This announcement does not contain the full terms and conditions of the Invitation, which are contained in the invitation for offers dated 9 April 2020 prepared by the Company (as it may be amended or supplemented from time to time, the "Invitation for Offers"), and the Invitation is subject to the offer restrictions set out below and more fully described in the Invitation for Offers.

The Invitation will commence on 9 April 2020 and will expire at 17.00 hours CET on 17 April 2020, unless extended, withdrawn, terminated or amended at the sole discretion of the Company. Offers to Sell, once submitted, may not be withdrawn except in the limited circumstances described in the section "Amendment and Termination" of the Invitation for Offers.

Subject to the right of the Company to extend, re-open, withdraw, terminate or amend the terms and conditions of the Invitation, the Company may purchase for cash a principal amount of any and all Bonds validly offered for sale by Bondholders in accordance with the terms set out herein. For the avoidance of doubt, the Company may choose to purchase none of the Bonds offered for sale.

The price payable per principal amount of the Bonds in respect of which Offers to Sell are accepted will be a fixed price of 99.95% (EUR 99,950 for each EUR 100,000 in principal amount).

The settlement date is expected to be 22 April 2020 (the "Settlement Date").

The Company intends to fund any purchases of Bonds tendered in the Invitation with its existing cash resources. The Invitation is being made to provide Bondholders with the opportunity to sell their current holdings in the Bonds ahead of their maturity date.

Pursuant to the terms and conditions of the Bonds, the Company may redeem all (but not some only) of the Bonds at their principal amount if exchange rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions have been effected in respect of 85 per cent. or more in aggregate principal amount of the Bonds originally issued. Accordingly, if this threshold is passed as a result of the Invitation, the Company would, as early as the Settlement Date, be entitled to issue a redemption notice in respect of the remaining Bonds still outstanding, and reserves its right to do so at its sole discretion.

Barclays Bank PLC (the "Dealer Manager") has been appointed to serve as the dealer manager for the Invitation. Lucid Issuer Services Limited (the "Tender and Information Agent") has been appointed to serve as the tender and information agent for the Invitation.

For additional information regarding the terms of the Invitation, please contact the Dealer Manager via email: equitysynldn@barclays.com, or telephone: +44 (0)20 7773 9531. Requests for information in relation the procedures for submitting an Offer to Sell should be directed to the Tender and Information Agent via email: americamovil@lucid-is.com, or telephone: +44 20 7704 0880.

The Invitation for Offers is expected to be made available to Bondholders today. This announcement must be read in conjunction with the Invitation for Offers. A copy of the Invitation for Offers is also available at www.lucid-is.com/americamovil and may be obtained at no charge from the Tender and Information Agent.

None of the Company, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether any holder of Bonds should tender or refrain from tendering all or any portion of the principal amount of such Bonds.

This press release does not constitute an offer to buy or a solicitation of an Offer to Sell any Bonds in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make the Invitation under applicable laws or regulations. The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by each of the Company, the Dealer Manager and the Tender and Information Agent to inform themselves about and to observe, any such restrictions.

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United States

The Invitation is not being made and will not be made, 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 transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to holders or beneficial owners of the Bonds who are located or resident in the United States, and the Bonds may not be offered for sale in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or persons (including agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Accordingly, copies of the Invitation for Offers and any documents or materials related to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported Offer to Sell in response to the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid, and Offers to Sell, or purported Offers to Sell, made by a person located in the United States or any person (including any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States will be invalid and will not be accepted.

Each Bondholder participating in the Invitation will, among other things, represent that (i) it has not received or sent copies or originals of the Invitation for Offers or any other documents or materials related to the Invitation in, into or from the United States and has not otherwise utilised in connection with the Invitation, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone, email or other form of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States; and (ii) it is not located or resident in the United States and is not acting for the account or benefit of persons located or resident in the United States and is not participating in the Invitation from the United States. For the purposes of this and the above paragraph, "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.

United Kingdom

Neither the communication of the Invitation for Offers nor any other offer material relating to the Invitation is being made or directed at, and the Invitation for Offers has not been approved, by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000. Accordingly, the Invitation for Offers and/or such other offer material 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 the Invitation for Offers as a financial promotion is being distributed and made 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"). The Invitation for Offers and/or any other offer material is only available to relevant persons and the transactions contemplated therein 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.

France

The Invitation is not being made, directly or indirectly, and neither the Invitation for Offers nor any other offering materials relating to the Invitation have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in the Republic of France ("France"), other than to qualified investors (investisseurs qualifiés), as defined in Article L. 411-2 1° of the French Code monétaire et financier and in Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither the Invitation for Offers, nor any other such offering material has been submitted for clearance to the Autorité des Marchés Financiers. By participating in the Invitation, an investor resident and/or located in France will be deemed to represent and warrant to the Company, the Dealer Manager and the Tender and Information Agent that it is a qualified investor.

Italy

None of the Invitation, the Invitation for Offers or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The Invitation is being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Invitation is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Bondholders or beneficial owners of the Bonds that are resident or located in Italy can tender the Bonds for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds and the Invitation.

Belgium

Neither the Invitation for Offers nor any other document or materials relating to the Invitation for Offers has been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Invitation is not made in Belgium by way of a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of 1 April 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen") (the "Belgian Takeover Law"), as amended from time to time. Accordingly, the Invitation may not be, and is not being, advertised and the Invitation will not be extended, and the Invitation for Offers and any other documents or materials relating to the Invitation for Offers may not, has not, and will not, be distributed, directly or indirectly, to any person in Belgium other than (a) to "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation, as referred to in Article 6, §3, of the Belgian Takeover Law or (b) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Invitation is made only to qualified investors, as this term is defined above. Accordingly, the information contained in the Invitation for Offers or in any other document or materials relating to the Invitation may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

This press release may contain certain forward-looking statements that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. We use words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from any plans, objectives, expectations, estimates and intentions expressed in this release. The Company is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Emitter: América Móvil, S.A.B. de C.V.
Lago Zurich 245, Edificio TELCEL, Piso 16 Col. Ampliación Granada
11529 City of Mexico
Mexico
Contact Person: Daniela Lecuona
Phone: +521 (55) 1010 3621
E-Mail: daniela.lecuona@americamovil.com
Website: www.americamovil.com
ISIN(s): XS1238034695 (Bond)
Stock Exchange(s): Free Market in Berlin, Dusseldorf, Frankfurt, Munich, Stuttgart
Other Stock Exchanges: SIX Swiss Exchange
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