Republic of the Philippines - Global Bond Offering & Invitation for Offers

MANILA, Philippines, Feb. 16, 2016 /PRNewswire/ --

Global Bond Offering

The Republic of the Philippines (the "Republic") announced today the commencement of a global offering for cash (the "New Bond Offering") of its global bonds, to be denominated in U.S. Dollars, due 2041 (the "New Bonds"). Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc, Standard Chartered Bank and UBS AG Hong Kong Branch will act as Joint Lead Managers for the New Bond Offering.  The settlement of the New Bond Offering is expected to occur on March 1, 2016.

The New Bond Offering is being made only by means of a preliminary prospectus supplement and accompanying base prospectus under the Republic's registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933. Copies of the preliminary prospectus supplement and prospectus for the New Bond Offering may be obtained by contacting: Citi toll-free at 1-877-858-5407, Credit Suisse toll-free at 1-800-221-1037,  Deutsche Bank toll-free at 1-800-503-4611, HSBC toll-free at 1-866-811-8049, J.P. Morgan toll-free at 1-866-846-2874,  Morgan Stanley toll-free at 1-866-718-1649, SCB at 65-6596-8398 or UBS AG toll-free at 1-877-827-6444 ext 561-3884.  Application will be made to have the New Bonds listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Invitation for Offers  

The Republic also announced today that it has issued an invitation to holders of the global bonds specified below (the "Bonds") to submit offers to sell the Bonds ("Offers") for cash in an Aggregate Purchase Price Amount (as defined below) determined by the Republic in its sole discretion (the "Maximum Purchase Amount"), subject to the terms and conditions contained in the Invitation for Offers, dated February 17, 2016 (the "Invitation for Offers").  The Maximum Purchase Amount excludes any Accrued Interest (as defined below).  Accrued Interest will be payable in cash on February 23, 2016 (the "Settlement Date").  The invitation to submit offers to sell Bonds for cash described in the Invitation for Offers is referred to as the "Invitation."  Citigroup Global Markets Inc., Deutsche Bank Securities Inc., The Hongkong and Shanghai Banking Corporation Limited ("HSBC") and Standard Chartered Bank will act as dealer managers (collectively, the "Dealer Managers") and HSBC will act as billing and delivering Bank (the "Billing and Delivering Bank") for the Invitation.  The Invitation is not conditioned upon any minimum participation of any series of Bonds, but is conditioned upon, among other things, pricing of the New Bonds in an amount and on terms and conditions acceptable to the Republic, which is expected to occur at approximately 4:00 p.m., New York City time, on February 17, 2016 (5:00 a.m., Manila time, on February 18, 2016).

The submission period (the "Submission Period") will commence at or around 8:00 p.m., New York City time, on February 16, 2016 (9:00 a.m., Manila time, on February 17, 2016)  and expire at 4:00 p.m., New York City time, on February 17, 2016 (5:00 a.m., Manila time, on February 18, 2016), unless extended or earlier terminated. The settlement of the Invitation  is scheduled to occur on the Settlement Date. The purchase price to be paid per U.S.$1,000 principal amount for each series of Bonds tendered and accepted pursuant to the Invitation (the "Purchase Price") will be as specified in the table below. The "Aggregate Purchase Price Amount" as of a given time shall be the aggregate Purchase Price for all Bonds accepted for purchase up to such time. Holders will also receive an amount in cash equal to any accrued and unpaid interest on their Bonds up to (but excluding) the Settlement Date ("Accrued Interest").  Payment will be made on the Settlement Date in U.S. Dollars, as further described herein. Offers may be subject to proration.  Offers made by holders who submit an Indication of Interest (as defined in the Invitation for Offers) for the New Bonds will be Preferred Offers (as defined below). Preferred Offers will be accepted before any Non-Preferred Offers (as defined in the Invitation for Offers), up to each New Requestor's Offer Preference Amount (as defined in the Invitation for Offers).

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1.        Outstanding principal amount includes amounts held by the Republic.
2.        Purchase Price amount excludes any accrued and unpaid interest on the Bonds up to (but excluding) the Settlement Date that is payable to the holders.
3.        CUSIP number and ISIN corresponding to restricted global bonds of this series.
4.        CUSIP number and ISIN corresponding to Regulation S global bonds of this series.
5.        Payment of the principal amount of this series of Bonds is due in three equal installments on September 26, 2022, September 25, 2023 and September 25, 2024.

During the Submission Period, a holder of Bonds may submit Offers through any of the Dealer Managers only. Holders will NOT be able to submit Offers through Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, S.A. ("Clearstream") or the Depository Trust Company ("DTC"). The Billing and Delivering Bank will consolidate all Offers and accept Bonds for purchase as instructed by the Republic, subject to the sole discretion of the Republic and to proration described in the Invitation for Offers, at or around 2:00 a.m., New York City time, on February 18, 2016 (3:00 p.m., Manila time, on February 18, 2016) or as soon as possible thereafter. Each of the Republic and the Dealer Managers reserves the right, in the sole discretion of each of them, not to accept any Offers for any reason. The Submission Period is subject to the Republic's right, in its sole discretion and subject to applicable law, to terminate, withdraw or amend the Invitation at any time. Preferred Offers must be of at least U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.  Non-Preferred Offers must be in the permitted offer amounts set forth in the table below:

To the extent that the total Purchase Price of all Offers exceeds the Maximum Purchase Amount and proration occurs, preference will be given to Offers that are submitted before the time the underwriters of the New Bond Offering stop taking Indications of Interest for the New Bond Offering ("Preferred Offers").  Such priority will apply, for each Preferred Offer, with respect to an amount of Offers having a total Purchase Price equal to the issue price of the New Bonds multiplied by the principal amount thereof ordered by such holder.  The Republic may subject each series of Bonds to different amounts of proration, in its sole discretion.

There is no letter of transmittal for the Invitation. Bonds held through DTC, must be delivered for settlement no later than 3:00 p.m., New York City time, on the Settlement Date. If you hold Bonds through Euroclear or Clearstream, the latest process you can use to deliver your Bonds is the overnight process, one day prior to the Settlement Date; you may not use the optional daylight process. Failure to deliver Bonds on time may result in the cancellation of your Offer and in your becoming liable for any damages resulting from that failure.  Holders will not have withdrawal rights with respect to the Invitation. Bonds accepted for purchase will be settled on a delivery-versus-payment basis with the Billing and Delivering Bank on the Settlement Date, in accordance with customary brokerage practices for corporate fixed-income securities.

The Invitation is subject to the Republic's right, at its sole discretion and subject to applicable law, to extend, terminate, withdraw, or amend the Invitation  at any time.  Each of the Republic and the Dealer Managers reserves the right, in the sole discretion of each of them, not to accept Offers for any reason.

The information in this announcement is only a summary. You may request a copy of the Invitation for Offers by contacting the Information Agent or any of the Dealer Managers at the addresses and telephone numbers set forth below, or you may download the Invitation for Offers at the Invitation website: http://sites.dfkingltd.com/rop.  All capitalized terms used but not defined in this announcement have the respective meanings specified in the Invitation for Offers.

The Republic has filed a registration statement (including the preliminary prospectus supplement and the prospectus) with the SEC for the New Bond Offering. Before you invest, you should read the prospectus in that registration statement and other documents the Republic has filed with the SEC for more complete information about the Republic and such offering. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, the Joint Lead Managers, the Dealer Managers or the Information Agent, as the case may be, will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by calling any one of them at the numbers specified in this announcement.

This announcement is not an offer or a solicitation of offers. The Invitation is made solely by means of the Invitation for Offers. The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Neither this announcement nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the FSMA ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and 6 of the Belgian Takeover Law as amended or replaced from time to time.  Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither this announcement nor any other documents or materials relating to the Invitation (including this announcement, any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account; or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. The Invitation for Offers and this announcement have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in the Invitation for Offers and this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

The Invitation is only available in Canada to persons that are "accredited investors within the meaning of National Instrument 45-106 of the Canadian Securities Administrators. 

This announcement is not being distributed in the context of a public offer in France and has accordingly not been submitted to the Autorité des marchés financiers for prior approval and clearance. This announcement is not to be further distributed or reproduced (in whole or in part) by the recipients.

The Invitation has not been and will not be made, directly or indirectly, to the public in France and neither this announcement nor any offering material relating to the Invitation will be distributed or caused to be distributed to the public in France. Offers, sales and distributions have been and shall only be made in France to qualified investors other than individuals acting for their own account or providers of investment services relating to portfolio management for the account of third parties as defined in and in accordance with Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

With respect to persons in Hong Kong, the Invitation is only made to and is only capable of acceptance by "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571) of Hong Kong (the "SFO") and rules made thereunder.

No advertisement, invitation or document relating to the Bonds (including this announcement) will be issued or be in the possession of the Dealer Managers for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance.

Neither this announcement nor 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 Italian laws and regulations. The Invitation is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act"), and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation"), as the case may be. The Invitation is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. 

A holder of Bonds located in the Republic of Italy can tender Bonds through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with 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 or the Invitation.

Certain of the Republic's debt securities are admitted to trading on the regulated market of the Luxembourg Stock Exchange. Luxembourg has been chosen by the Republic as Home Member State within the meaning of Directive 2004/109 on the harmonization of transparency requirements, as amended (the "Transparency Directive") implemented in Luxembourg by a law of 11 January 2008 on transparency obligations, as amended (the "Transparency Law"). Pursuant to the Transparency Law, certain information defined as "regulated information" will need to be stored, filed and published. According to Article 1(10) of the Transparency Law, the term "regulated information" includes inside information that an issuer is required to disclose in accordance with Article 6 of Directive 2003/6/EC on insider dealing and market manipulation (Market Abuse Directive) and the national implementing legislation. Since the Invitation could impact the price of such debt securities, it could thus constitute "regulated information" within the meaning of the Transparency Law and the storage/filing/publication requirements will be complied with in the manner set forth below:

• Publication: publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) and dissemination of the regulated information through financial news agencies.
• Storage: regulated information will be stored by the Republic on the Official Appointed Mechanism ("OAM") operated by the Luxembourg Stock Exchange. Information will be available on www.bourse.lu.
• Filing: the regulated information will be filed with the CSSF via email and the CSSF will be informed where, when and how the regulated information will be made available to the public.

In addition, inside information will be made available on a website commissioned by the Republic (http://sites.dfkingltd.com/rop) for a period of at least three months and be updated if relevant.

At the end of the offer period, another publication will be made informing the public of the outcome of the Invitation, the amount of the outstanding Bonds and, to the extent applicable, any delisting. Results of the offer will be communicated to the Luxembourg Stock Exchange.

Under Luxembourg law, the Invitation is not considered as an offer to the public subject to the Luxembourg rules on public offers, since no securities are offered to the investors and the Invitation therefore falls outside of the scope of the Luxembourg law of July 10, 2005 on prospectuses for securities, as amended.

The Invitation is made in Switzerland to existing holders of Bonds only.  Neither the Invitation for Offers nor any other document related to the Invitation constitutes a prospectus in the sense of Art. 652a or Art. 1156 of the Swiss Federal Code of Obligations.

The Bonds have not been and will not be offered, sold or publicly promoted or advertised in the United Arab Emirates (the "UAE") other than in compliance with any laws applicable in the UAE governing the issue, offering and sale of securities.

The communication of this document by the Republic and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), Article 34 of the Financial Promotion Order, or any other applicable provision or provisions, of the Financial Promotion Order, or to persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.

The Information Agent for the Invitation is:

D.F. King & Co., Inc.
E-mail: [email protected]
Website: http://sites.dfkingltd.com/rop

The Dealer Managers for the Invitation are:

SOURCE Republic of the Philippines