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

MANILA, Philippines, Jan. 6, 2015 /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 January 6, 2015 (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.$ 1,226,563,000.

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, and no Preferred Offers with respect to series of Bonds not listed in the table below 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 you becoming liable for any damages resulting from that failure. The Settlement Date is expected to occur on Monday, January 12, 2015, subject to the terms and conditions set forth in the Invitation for Offers.

Deutsche Bank Securities Inc. and The Hongkong and Shanghai Banking Corporation Limited 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 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 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.

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").  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.

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.

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 information contained in this document does not constitute a public offer of securities in the United Arab Emirates ("UAE") in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 of the UAE, as amended), the Securities and Commodities Authority ("SCA") Resolution No.(37) of 2012 or otherwise and is not intended to be a public offer and the information contained in this document is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the UAE. This document has not been approved by or filed with the Central Bank of the UAE or SCA. If you do not understand the contents of this document you should consult an authorised financial adviser.

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