SOURCE: Republic of Philippines

Republic of Philippines

October 10, 2011 03:39 ET

Republic of the Philippines Announces Invitation to Holders to Submit Offers to Sell Bonds for Cash

MANILA, PHILIPPINES--(Marketwire - Oct 10, 2011) - The Republic of the Philippines (the "Republic") announced today that it is inviting holders of the bonds specified below (the "Bonds") to submit offers (the "Offers") to sell the Bonds for cash to the Republic in a modified Dutch auction, conducted on a price basis. The invitation to submit Offers to sell Bonds for cash described in this announcement is referred to as the "Invitation." The full terms and conditions of the Invitation are described in the Invitation for Offers dated October 10, 2011 (the "Invitation for Offers").

Series of Bonds Outstanding Principal Amount CUSIP Number ISIN Minimum Clearing Price*
USD Bonds
9.000% Bonds due 2/15/2013 US$799,854,000 718286AT4 US718286AT41 $1,100.00
8.250% Bonds due 1/15/2014 US$1,210,866,000 718286AU1 US718286AU14 $1,137.50
8.875% Bonds due 3/17/2015 US$710,659,000 718286AW7 US718286AW79 $1,212.50
8.000% Bonds due 1/15/2016 US$709,445,000 718286BA4 US718286BA41 $1,212.50
8.750% Bonds due 10/7/2016 US$563,960,000 718286AC1 / US718286AC16 / $1,260.00
Y6972CAJ6 USY6972CAJ63
9.375% Bonds due 1/18/2017 US$798,014,000 718286AQ0 US718286AQ02 $1,282.50
9.875% Bonds due 1/15/2019 US$861,231,000 718286AK3 US718286AK32 $1,357.50
8.375% Bonds due 6/17/2019 US$1,237,751,000 718286BE6 US718286BE62 $1,285.00
6.500% Bonds due 1/20/2020 US$1,400,000,000 718286BF3 US718286BF38 $1,172.50
7.500% Bonds due 9/25/2024 US$774,204,000 718286BC0 US718286BC07 $1,232.50
9.500% Bonds due 10/21/2024 US$480,406,000 718286AL1 US718286AL15 $1,407.50
10.625% Bonds due 3/16/2025 US$1,632,885,000 718286AP2 US718286AP29 $1,532.50
9.500% Bonds due 2/2/2030 US$2,000,000,000 718286AY3 US718286AY36 $1,485.00
7.750% Bonds due 1/14/2031 US$2,384,506,000 718286BB2 US718286BB24 $1,295.00
6.375% Bonds due 1/15/2032 US$1,500,000,000 718286BD8 US718286BD89 $1,157.50
EUR Bonds
6.250% Bonds due 3/15/2016 EUR 500,000,000 -- XS0240387349 EUR 1,067.50

* Expressed per US$1,000 or EUR 1,000, as the case may be, principal amount of Bonds, and subject to modification as discussed below.

The Republic intends to pay the aggregate Purchase Price (as defined herein) of the Bonds purchased pursuant to the Invitation and accrued interest and expenses to be borne by the Republic in connection with the Invitation from (1) certain investible funds from the Bureau of the Treasury of the Republic (the "Bureau of the Treasury Funds") and (2) the proceeds of a contemplated offering and sale by the Republic of new global bonds (the "New Bond Offering"), which the Republic expects to raise US$50 million. If any 8.750% Bonds due 10/7/2016 are purchased pursuant to the Invitation, these purchases will be made using only the proceeds from the New Bond Offering.

The Invitation is subject to certain conditions, including (1) the availability of the Bureau of the Treasury Funds and (2) the successful offering and sale by the Republic of new global bonds in the New Bond Offering (which is conditioned on, among others, the receipt of certain approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central bank of the Republic, related to the New Bond Offering), each on terms and conditions acceptable to the Republic and collectively providing sufficient funds to pay the aggregate Purchase Price of the Bonds accepted for purchase by the Republic pursuant to the Invitation and accrued interest and expenses to be borne by the Republic pursuant to the Invitation (the "Financing Condition"). The Republic expects to announce whether the Financing Condition has been satisfied no later than 5:00 p.m., New York City time, on October 14, 2011 (such date, the "Announcement Date"). In addition, notwithstanding any other provisions of the Invitation, the Invitation is conditioned on the absence of legal actions or proceedings affecting the legality or the timing of or imposing restrictions on the consummation of the Invitation and certain other conditions described in the Invitation for Offers.

The Invitation expires at 5:00 p.m., New York City time, on October 13, 2011 (such date and time, as it may be extended, the "Expiration Date"), unless the Republic, in its sole discretion, extends it or terminates it earlier. Withdrawal rights for the Invitation will expire at 5:00 p.m., New York City time, on October 13, 2011 (such date and time, as it may be extended, the "Withdrawal Deadline"). The Republic may, but will not be required to, extend withdrawal rights if it extends the Expiration Date.

At or around 11:00 a.m., New York City time, on the Announcement Date, or as soon as practicable thereafter, the Republic will announce which series of Bonds, if any, it has decided to purchase (subject to the Financing Condition and the other conditions to the Invitation), and will announce the Clearing Price (as defined herein) and, if applicable, the proration factor, for each such series of Bonds. The Republic will also announce the approximate principal amount of each series of Bonds accepted for purchase. No later than 5:00 p.m., New York City time, on the Announcement Date, or as soon as practicable thereafter, the Republic will announce whether the Financing Condition has been satisfied. If the Invitation is consummated, the date on which the Republic pays for the Bonds being purchased pursuant to the Invitation (the "Settlement Date") is expected to be October 25, 2011, or as soon as practicable thereafter, subject to any extension of the Expiration Date.

If you hold Bonds and submit a valid Offer for those Bonds pursuant to the Invitation, and the Republic accepts your Offer, the Republic will, subject to proration and the conditions described in the Invitation for Offers, pay you, for each US$1,000 or EUR 1,000, as the case may be, principal amount of each series of Bonds purchased from you:

  • an amount in cash in U.S. dollars or euros, as the case may be (the "Purchase Price"), equal to the price (the "Clearing Price") for that series of Bonds determined by the Republic as described in the Invitation for Offers; and
  • an amount in cash in U.S. dollars or euros, as the case may be, equal to the accrued and unpaid interest on your Bonds accepted for purchase up to (but not including) the Settlement Date.

The Republic will pay you the Purchase Price and accrued interest in the currency in which the Bonds are denominated. Accordingly, if you hold U.S. dollar-denominated Bonds, you will receive the Purchase Price and accrued interest in U.S. dollars; and if you hold euro-denominated Bonds, you will receive the Purchase Price and accrued interest in euros.

The Clearing Price for each series of Bonds determined by the Republic pursuant to the modified Dutch auction will not be less than the price (such price, the "Minimum Clearing Price") for that series specified in the table above. Each Clearing Price and Minimum Clearing Price is expressed per US$1,000 or EUR 1,000, as the case may be, principal amount of Bonds.

The Republic reserves the right to modify the Minimum Clearing Price for any or all series of Bonds before 12:00 noon, New York City time, on the business day immediately before the Expiration Date. If it does so, the Republic will announce all such modifications by press release to the news services on or before that time, will send such announcement for publication on the website of the Luxembourg Stock Exchange and will publish such announcement on the Invitation website: www.bondcom.com/rop.

You may submit, with respect to any series of Bonds that you hold, either:

  • a competitive Offer (multiple Offers may be made provided that the aggregate of these Offers does not exceed the aggregate principal amount of Bonds of that series that you hold) setting forth the price (expressed per US$1,000 or EUR 1,000, as the case may be, principal amount of Bonds, in increments of US$2.50 or EUR 2.50, as the case may be) you would be willing to accept as the Clearing Price in respect of the Bonds that are the subject of your Offer; we call this price your "Offer Price"; or
  • a non-competitive Offer, which does not specify an Offer Price. By submitting a non-competitive Offer, you are agreeing that if your Offer is accepted, you will accept the Clearing Price for that series of Bonds determined by the Republic, which will not be less than the Minimum Clearing Price for that series.

If you submit a competitive Offer that specifies an Offer Price that is less than or equal to the Minimum Clearing Price for the series of Bonds that are the subject of your Offer, your Offer will be deemed a non-competitive Offer.

Non-competitive Offers will be given preference over competitive Offers in the auction. For a series of Bonds, all non-competitive Offers will be accepted before any competitive Offers are accepted (if any Offers of such series are accepted).

For each series of Bonds, if that series is subject to proration, then only Offers of that series specifying an Offer Price equal to the applicable Clearing Price will be prorated, unless the applicable Clearing Price is equal to the applicable Minimum Clearing Price, in which case all non-competitive Offers (including competitive Offers that are deemed to be non-competitive Offers) will be prorated.

The Republic is under no obligation to select a Clearing Price for any series that is greater than the applicable Minimum Clearing Price, and may elect for one or more series of Bonds not to purchase any Bonds of that series or to purchase only those Bonds offered pursuant to non-competitive Offers. The Republic may also select a Clearing Price greater than the Minimum Clearing Price for some series of Bonds but not others, and may accept for payment a greater principal amount of Bonds of one series than another, all in its sole and absolute discretion.

The Republic reserves the right, in its sole discretion, not to accept any or all Offers for some or all series of Bonds, to terminate the Invitation for any reason, to select one or more series of Bonds to be prorated on the basis of the same or different proration factors, to determine the Clearing Price for each series of Bonds and to select which series of Bonds to accept (if any). The Republic's target for the Invitation is to spend US$1.5 billion for the aggregate Purchase Price of and accrued interest on the Bonds purchased pursuant to the Invitation, but it may spend more or less than this amount, in its sole discretion.

The information in this announcement is only a summary. You may request a copy of the Invitation for Offers by contacting the Tender and 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.

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.

The Dealer Managers for the Invitation are:

Citigroup Global Markets Inc.
Attention: Liability Management Group
390 Greenwich Street, 1st Floor
New York, New York 10013
United States of America
Toll-free: +1 800 558 3745
Collect: +1 212 723 6108

J.P. Morgan Securities LLC
Attention: Debt Syndicate Desk
383 Madison Avenue, 3rd Floor
New York, New York 10179
United States of America
Telephone: +1 212 834 4533

c/o:
Asia Debt Syndicate Desk
26/F, Chater House
8 Connaught Road, Central
Hong Kong
Telephone: +852 2800 8007
Fax: +852 2167 8637

Goldman Sachs (Asia) L.L.C.
Attention: Credit Capital Markets
68/F, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Tel: +852 2978 6659
Fax: +852 2978 0440

c/o:
Liability Management Group
200 West Street
New York, New York 10282
United States of America
Toll-free: +1 800 828 3182
Collect: +1 212 902 5183

The Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen's Road Central
Hong Kong
Telephone: +852 2822 4100 (Hong Kong)
Telephone: +44 20 7991 5874 (London)
Telephone: +1 212 525 0866 (U.S.)
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 6324 1740 (Singapore)
Telephone: +44 207 885 8888 (London)
Fax: +65 6535 1931
E-mail: Primary.Debt@sc.com

UBS AG, Hong Kong Branch
Attention: Liability Management Group
52/F, Two International Finance Center
8 Finance Street
Hong Kong
Telephone: +852 2971 7238 (Hong Kong)
Telephone: +1 203 719 4210 (U.S.)
Telephone: +44 20 7567 0525 (London)
E-mail: OL-Liability-Management@ubs.com