SOURCE: Republic of Philippines

October 05, 2010 11:40 ET

The Republic of the Philippines Announces Amended Results of Its Global Invitation

MANILA, PHILIPPINES--(Marketwire - October 5, 2010) -  The Republic of the Philippines (the "Republic") announced today amended results of its invitation (the "invitation") to the holders of its 8.375% Bonds due 2011 ("2011 Bonds"), 9.0% Bonds due 2013 ("2013 Bonds"), 8.25% Bonds due 2014 ("2014 Bonds"), 8.875% Bonds due 2015 ("2015 Bonds"), 8.0% Bonds due January 2016 ("January 2016 Bonds"), 8.75% Bonds due October 2016 ("October 2016 Bonds") and 9.375% Bonds due 2017 ("2017 Bonds," and together with the 2011 Bonds, 2013 Bonds, 2014 Bonds, 2015 Bonds, January 2016 Bonds and October 2016 Bonds, the "Group A Bonds") to submit offers to exchange each series of Group A Bonds for newly issued U.S. dollar-denominated Global Bonds due 2021 ("New 2021 Bonds") or reopened 6.375% Global Bonds due 2034 ("Reopened 2034 Bonds"), and to the holders of its 9.875% Bonds due January 2019 ("January 2019 Bonds"), 8.375% Bonds due June 2019 ("June 2019 Bonds"), 7.5% Bonds due September 2024 ("September 2024 Bonds"), 9.5% Bonds due October 2024 ("October 2024 Bonds"), 10.625% Bonds due 2025 ("2025 Bonds"), 9.5% Bonds due 2030 ("2030 Bonds") and 7.75% Bonds due 2031 ("2031 Bonds," and together with the January 2019 Bonds, June 2019 Bonds, September 2024 Bonds, October 2024 Bonds, 2025 Bonds and 2030 Bonds, the "Group B Bonds") to submit offers to exchange Group B Bonds for Reopened 2034 Bonds (the Group A Bonds and Group B Bonds are collectively referred to as the "old bonds," and the New 2021 Bonds and the Reopened 2034 Bonds are collectively referred to as the "new global bonds"). The Republic previously announced that it will also issue $200,000,000 in aggregate principal amount of New 2021 Bonds for cash (the "cash offering" and, together with the invitation, the "global bond offering").

This announcement updates and supplements the Republic's previous announcement of September 29, 2010, and reflects changes in the amounts of new global bonds to be issued and old bonds to be exchanged pursuant to the invitation following reconciliation of offers submitted in the invitation.

The invitation commenced on September 20, 2010, on the terms and subject to the conditions described in the prospectus supplement dated September 20, 2010 (the "prospectus supplement") and the accompanying prospectus dated December 23, 2009 (the "prospectus"). The invitation expired at 5:00 P.M., New York City time, on September 28, 2010. The scheduled settlement date for the global bond offering is October 6, 2010 (the "settlement date").

The securities codes for the old bonds are:

Series   ISIN   CUSIP Maturity Date
           
Group A Bonds          
8.375% Bonds due 2/15/2011 ("2011 Bonds")   US718286AV96   718286AV9 February 15, 2011
9.000% Bonds due 2/15/2013 ("2013 Bonds")   US718286AT41   718286AT4 February 15, 2013
8.250% Bonds due 1/15/2014 ("2014 Bonds")   US718286AU14   718286AU1 January 15, 2014
8.875% Bonds due 3/17/2015 ("2015 Bonds")   US718286AW79   718286AW7 March 17, 2015
8.000% Bonds due 1/15/2016 ("January 2016 Bonds")   US718286BA41   718286BA4 January 15, 2016
8.750% Bonds due 10/7/2016 ("October 2016 Bonds")   US718286AC16(1)USY6972CAJ63(2)   718286AC1(3) October 7, 2016
9.375% Bonds due 1/18/2017 ("2017 Bonds")   US718286AQ02   718286AQ0 January 18, 2017
           
Group B Bonds          
9.875% Bonds due 1/15/2019 ("January 2019 Bonds")   US718286AK32   718286AK3 January 15, 2019
8.375% Bonds due 6/17/2019 ("June 2019 Bonds")   US718286BE62   718286BE6 June 17, 2019
7.500% Bonds due 9/25/2024 ("September 2024 Bonds")   US718286BC07   718286BC0 September 25, 2024
9.500% Bonds due 10/21/2024 ("October 2024 Bonds")   US718286AL15   718286AL1 October 21, 2024
10.625% Bonds due 3/16/2025 ("2025 Bonds")   US718286AP29   718286AP2 March 16, 2025
9.500% Bonds due 2/2/2030 ("2030 Bonds")   US718286AY36   718286AY3 February 2, 2030
7.750% Bonds due 1/14/2031 ("2031 Bonds")   US718286BB24   718286BB2 January 14, 2031

(1) ISIN corresponding to restricted global bonds of this series.
(2) ISIN corresponding to Regulation S global bonds of this series.
(3) CUSIP corresponding to restricted global bonds of this series.

Based on the amended results included in this announcement, the Republic expects to issue $1,875,872,000 in aggregate principal amount of New 2021 Bonds and $946,807,000 in aggregate principal amount of Reopened 2034 pursuant to the invitation. As noted above, the Republic will also issue $200,000,000 in aggregate principal amount of New 2021 Bond pursuant to the cash offering.

The results of the invitation are summarized in the tables below.

(a) The exchange ratio, pro-ration factor, principal amount of each series of Group A Bonds accepted in exchange for New 2021 Bonds and principal amount of New 2021 Bonds to be issued in exchange are listed in the table below:

Old Bonds   Exchange Ratio into New 2021 Bonds   Pro-Ration Factor for Exchange into New 2021 Bonds   Principal Amount of Old Bond Accepted for Exchange into New 2021 Bonds (in thousands)   Principal Amount of New 2021 Bonds Issued in Exchange (in thousands)
2011 Bonds   1.0363   100%   $198,227   $205,411
2013 Bonds   1.1965   100%   $144,437   $172,795
2014 Bonds   1.2191   100%   $373,612   $455,409
2015 Bonds   1.3007   75%   $254,385   $330,831
January 2016 Bonds   1.2937   100%   $503,662   $651,526
October 2016 Bonds   1.3568   100%   $44,158   $59,900
2017 Bonds   1.3913   0%   $0   $0

(b) The exchange ratio, pro-ration factor, principal amount of each series of old bonds accepted in exchange for Reopened 2034 Bonds and principal amount of Reopened 2034 Bonds to be issued in exchange are listed in the table below:

Old Bonds   Exchange Ratio into Reopened 2034 Bonds   Pro-Ration Factor for Exchange into Reopened 2034 Bonds   Principal Amount of Old Bonds Accepted for Exchange into Reopened 2034 Bonds (in thousands)   Principal Amount of Reopened 2034 Bonds Issued in Exchange (in thousands)
Group A Bonds            
2011 Bonds   0.8953   100%   $15,972   $14,297
2013 Bonds   1.0337   100%   $4,092   $4,229
2014 Bonds   1.0532   100%   $17,144   $18,054
2015 Bonds   1.1237   100%   $11,370   $12,775
January 2016 Bonds   1.1176   100%   $86,893   $97,104
October 2016 Bonds   1.1722   100%   $21,589   $25,305
2017 Bonds   1.2020   100%   $24,367   $29,285
 
Group B Bonds            
January 2019 Bonds   1.2563   100%   $101,237   $127,151
June 2019 Bonds   1.1687   100%   $262,249   $306,442
September 2024 Bonds   1.1405   0%   $0   $0
October 2024 Bonds   1.3144   0%   $0   $0
2025 Bonds   1.4073   100%   $221,859   $312,165
2030 Bonds   1.1579   0%   $0   $0
2031 Bonds   1.0122   0%   $0   $0

(c) The aggregate principal amount of old bonds outstanding prior to the settlement of the global bond offering and the aggregate principal amount of old bonds to be outstanding after the settlement of the global bond offering are listed in the table below:

Old Bond   Principal Amount of Old Bonds Outstanding prior to Settlement of the Global BondOffering (in thousands)   Principal Amount of Old Bonds Accepted intoExchange (in thousands)   Principal Amount of Old Bonds Outstanding after Settlement of the Global BondOffering (in thousands)
Group A Bonds            
2011 Bonds   $1,484,215   $214,199   $1,270,016
2013 Bonds   $948,383   $148,529   $799,854
2014 Bonds   $1,601,622   $390,756   $1,210,866
2015 Bonds   $976,414   $265,755   $710,659
January 2016 Bonds   $1,300,000   $590,555   $709,445
October 2016 Bonds   $629,703   $65,747   $563,956
2017 Bonds   $822,381   $24,367   $798,014
             
Group B Bonds            
January 2019 Bonds   $962,468   $101,237   $861,231
June 2019 Bonds   $1,500,000   $262,249   $1,237,751
September 2024 Bonds   $774,204   $0   $774,204
October 2024 Bonds   $480,406   $0   $480,406
2025 Bonds   $1,854,744   $221,859   $1,632,885
2030 Bonds   $2,000,000   $0   $2,000,000
2031 Bonds   $2,384,506   $0   $2,384,506
             

On the settlement date, each holder exchanging old bonds for new global bonds will receive a cash payment in respect of any accrued and unpaid interest on the old bonds accepted for exchange during the period from and including the last interest payment date with respect to such old bonds up to but not including the settlement date. Each holder exchanging old bonds for new global bonds may also receive at settlement an amount in cash in U.S. dollars due to rounding of the principal amount of new global bonds issuable to such holder downward to the nearest $1,000 (subject to minimum denominations of $100,000).

Application has been made to admit the new global bonds to listing on the Official List of the Luxembourg Stock Exchange and to trading on the EuroMTF Market. The Republic cannot guarantee that the application to the Luxembourg Stock Exchange will be approved and settlement of the new global bonds is not conditioned on obtaining the listings.

The invitation was made solely pursuant to the prospectus supplement and the prospectus. The prospectus and the prospectus supplement may be accessed through the following hyperlink: http://www.sec.gov/Archives/edgar/data/1030717/000119312510212607/d424b3.htm

The Republic has filed a registration statement (including the prospectus) and the prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement (file no. 333-163671), the prospectus supplement filed pursuant to such registration statement, and other documents that the Republic has filed with the SEC for more complete information about the Republic and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Republic, the joint dealer managers, or the information and exchange agent will arrange to send you the prospectus supplement and the prospectus if you request them by calling any of Citigroup Global Markets Inc. toll-free (in the U.S.) at (800) 558-3745, The Hongkong and Shanghai Banking Corporation Limited toll-free (in the U.S.) at (888) 472-2456, UBS AG toll-free (in the U.S.) at (888) 719-4210 and the information and exchange agent Bondholder Communications Group, LLC at (UK) +44 (0) 207 382 4580, (US) +1 (212) 809 2663 or toll free (in the U.S.) at +1 (888) 385 2663, or you may download the prospectus supplement and the prospectus at the invitation website http://www.bondcom.com.