Filed pursuant to Rule 433
Registration Statement No. 333-192805
Republic of the Philippines
January 9, 2014
MANILA, PHILIPPINES
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 2024 (the “New Bonds”). ANZ Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Standard Chartered Bank will act as Joint Lead Managers for the New Bond Offering. The settlement of the New Bond Offering is expected to occur on January 21, 2014.
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: ANZ toll-free at 1-800-477-9173, Citi toll-free at 1-877-858-5407, Deutsche Bank toll-free at 1-800-503-4611, Goldman toll-free at 1-866-471-2526, 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 or SCB toll-free at 1-800-778-2777. 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 January 9, 2014 (the “Invitation for Offers”). The Maximum Purchase Amount excludes any Accrued Interest (as defined below). Accrued Interest will be payable in cash on January 15, 2014 (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.” 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 January 9, 2014 (5:00 a.m., Manila time, on January 10, 2014).
The submission period (the “Submission Period”) will commence at or around 8:00 p.m., New York City time, on January 8, 2014 (9:00 a.m., Manila time, on January 9, 2014) and expire at 4:00 p.m., New York City time, on January 9, 2014 (5:00 a.m., Manila time, on January 10, 2014), 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.$1,000 principal amount for each series of Bonds tendered and accepted pursuant to the Invitation (the “Purchase Price”) will be as specified in the table below. The “Aggregate Purchase Price Amount” as of a given time shall be the aggregate Purchase Price for all Bonds accepted for purchase up to such time. Holders will also receive an amount in cash equal to any accrued and unpaid interest on their Bonds up to (but excluding) the Settlement Date (“Accrued Interest”). Payment will be made on the Settlement Date in U.S. Dollars, as further described herein.
Series | CUSIP | ISIN | Outstanding Aggregate Principal Amount as of January 7, 2014(1) (U.S.$ in millions) | Purchase Price (per U.S.$1,000 Principal Amount)(2) | ||||||||
8.875% Bonds due 3/17/2015 (“2015 Bonds”) | 718286AW7 | US718286AW79 | 473 | $ | 1,100.00 | |||||||
8.000% Bonds due 1/15/2016 (“January 2016 Bonds”) | 718286BA4 | US718286BA41 | 399 | $ | 1,141.25 | |||||||
8.750% Bonds due 10/7/2016 (“October 2016 Bonds”) | 718286AC1(3) Y6972CAJ6(4) | US718286AC16(3) USY6972CAJ63(4) | 526 | $ | 1,205.00 | |||||||
9.375% Bonds due 1/18/2017 (“2017 Bonds”) | 718286AQ0 | US718286AQ02 | 653 | $ | 1,231.25 | |||||||
9.875% Bonds due 1/15/2019 (“January 2019 Bonds”) | 718286AK3 | US718286AK32 | 792 | $ | 1,336.25 | |||||||
8.375% Bonds due 6/17/2019 (“June 2019 Bonds”) | 718286BE6 | US718286BE62 | 1,182 | $ | 1,285.00 | |||||||
6.500% Bonds due 1/20/2020 (“2020 Bonds”) | 718286BF3 | US718286BF38 | 1,153 | $ | 1,191.25 | |||||||
4.000% Bonds due 1/ 15/2021 (“2021 Bonds”) | 718286BK2 | US718286BK23 | 2,076 | $ | 1,046.25 | |||||||
7.500% Bonds due 9/25/2024 (“September 2024 Bonds”)(5) | 718286BC0 | US718286BC07 | 366 | $ | 1,266.25 | |||||||
9.500% Bonds due 10/21/2024 (“October 2024 Bonds”) | 718286AL1 | US718286AL15 | 463 | $ | 1,450.00 | |||||||
10.625% Bonds due 3/16/2025 (“2025 Bonds”) | 718286AP2 | US718286AP29 | 1,553 | $ | 1,561.25 | |||||||
| (1) | Outstanding principal amount does not include 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,société anonyme (“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 January 10, 2014 (3:00 p.m., Manila time, on January 10, 2014) 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 (as defined below) 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:
Bonds | Minimum Denomination | |
| 2015 Bonds | U.S.$2,000 and integral multiples of $1,000 in excess thereof. | |
| January 2016 Bonds | U.S.$100,000 and integral multiples of $1,000 in excess thereof. | |
| October 2016 Bonds | U.S.$1,000 and integral multiples thereof. | |
| 2017 Bonds | U.S.$1,000 and integral multiples thereof. | |
| January 2019 Bonds | U.S.$1,000 and integral multiples thereof. | |
| June 2019 Bonds | U.S.$100,000 and integral multiples of $1,000 in excess thereof. | |
| 2020 Bonds | U.S.$100,000 and integral multiples of $1,000 in excess thereof. | |
| 2021 Bonds | U.S.$100,000 and integral multiples of $1,000 in excess thereof. | |
| September 2024 Bonds | U.S.$100,000 and integral multiples of $1,000 in excess thereof. | |
| October 2024 Bonds | U.S.$1,000 and integral multiples thereof. | |
| 2025 Bonds | U.S.$1,000 and integral multiples thereof. |
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 you 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.
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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:www.bondcom.com/rop. All capitalized terms used but not defined in this announcement have the respective meanings specified in the Invitation for Offers.
The Republichas filed a registration statement (including the preliminary prospectus supplement and the prospectus) with the SEC for the NewBondOffering. Before you invest, you should read the prospectus in that registration statement and other documentsthe Republichas filed with the SEC for more complete information aboutthe Republicand such offering. You may get these documents for free by visiting EDGAR on the SEC website athttp://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 specifiedin 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 theBelgian 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 the Invitation 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 and this announcement have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Invitation and this announcement may not be used for any other purpose or disclosed to any other person in Belgium.
The Offer 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 theAutorité 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.
Neither this announcement nor any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of theCommissione 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”). Accordingly, the Invitation is only addressed to holders of Bonds located in the Republic of Italy who are “qualified investors” (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers’ Regulation.
A holder of Bonds located in the Republic of Italy can exchange 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.
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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 harmonisation 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”). 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 contemplated invitation for offers could impact the price of the notes it could thus constitute “regulated information” within the meaning of the Transparency Law and the storage/filing/publication requirements will be complied with:
| • | 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 (www.bondcom.com/rop) for the period of at least 3 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 cash tender offer, the amount of the outstanding debt securities and, to the extent applicable, any delisting. Results of the offer will be communicated to the Luxembourg Stock Exchange as well.
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 communication of this Invitation for Offers 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 authorised 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Republic or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
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The Information Agent for the Invitation is:
Bondholder Communications Group, LLC
Attention: Ruth Perez
E-mail: rperez@bondcom.com
Website: www.bondcom.com/rop
In New York: 30 Broad Street, 46th Floor New York, New York 10004 United States of America Telephone: +1 212 809 2663 | In London: 28 Throgmorton Street, 1st Floor London EC2N 2AN United Kingdom Telephone: +44 20 7382 4580 Fax: +44 20 7067 9239 |
The Dealer Managers for the Invitation are:
Deutsche Bank Securities Inc. Attention: Liability Management Group 60 Wall Street New York, New York 10005 United States of America Telephone: +1 212 250 6801 (New York) +44 207 545 8011 (London) +65 6423 5342 (Singapore) Fax: +44 113 223 6121 E-mail: liability.management@db.com | The Hongkong and Shanghai Banking Corporation Limited Attention: Liability Management Level 17, HSBC Main Building 1 Queen’s Road Central Hong Kong Telephone: US Toll Free: 1-888-HSBC-4LM +852 2822 4100 (Hong Kong) +44 207 992 6237(London) +1 212 525 5552 (New York) Fax: +852 3409 1482 E-mail: liability.management@hsbcib.com | Standard Chartered Bank Attention: Capital Markets Marina Bay Financial Centre, Tower 1 8 Marina Boulevard, Level 20 Singapore 018981 Telephone: +65 6596 9645 (Singapore) +44 207 885 5739 (London) Fax: +65 6535 1931 E-mail: Primary.Debt@sc.com |
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