The Republic Of The Philippines Announces Results Of Its Invitation For Offers

MANILA, Philippines, Feb. 17, 2016 /PRNewswire/ --

Invitation for Offers 

The Republic announced today the Maximum Purchase Amount and the total Purchase Price of Preferred and Non-Preferred Offers of each series of Bonds that has been accepted pursuant to its previously announced invitation to submit offers to sell Bonds for cash (the "Invitation"), subject to the terms and conditions contained in the Invitation for Offers, dated February 17, 2016 (the "Invitation for Offers").  All capitalized terms used but not defined in this communication have the respective meanings specified in the Invitation for Offers.

The Maximum Purchase Amount applicable to the Invitation is U.S.$1,500,056,482.50.

The total Purchase Price of Preferred Offers of each series of Bonds that have been accepted and the applicable proration factors are shown in the table below. No Non-Preferred Offers have been accepted.

Holders of Bonds held through DTC that have been validly tendered and accepted pursuant to the Invitation must deliver their accepted Bonds 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. The Settlement Date is expected to occur on Tuesday, February 23, 2016, subject to the terms and conditions set forth in the Invitation for Offers.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank acted as Dealer Managers for the Invitation, and questions regarding the Invitation may be directed to the addresses and telephone numbers set forth below.

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 January 11, 2008 on transparency obligations, as amended (the "Transparency Law"). This results announcement for the Invitation will be published, filed and stored in compliance with the Transparency Law and the Rules and Regulations of the Luxembourg Stock Exchange in the manner set forth below:

• Publication: results will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) and dissemination of the regulated information through financial news agencies.
• Storage: results 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: results will be filed with the CSSF via email and the CSSF will be informed where, when and how the results will be made available to the public and will be filed with the Luxembourg Stock Exchange.

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.

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.

SOURCE Republic of the Philippines