Important Notice
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Important notice You must read the following disclaimer before continuing. The following disclaimer applies to the prospectus following this page and you are therefore advised to read this disclaimer carefully before accessing, reading or making any other use of the attached prospectus. In accessing the attached prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Philippine Savings Bank (the “Bank”) as a result of such access. You acknowledge that the attached prospectus and the information contained therein are strictly confidential and intended for you only. You are not authorized to and you may not forward or deliver the attached prospectus, electronically or otherwise, to any other person or reproduce such prospectus in any manner whatsoever, nor may you disclose the information contained in the attached prospectus to any third-party or use it for any other purpose. Any forwarding, distribution, publication or reproduction of the attached prospectus in whole or in part or disclosure of any information contained therein or any use of such information for any other purpose is unauthorized. Failure to comply with this directive may result in a violation of the securities laws of applicable jurisdictions. Nothing in this electronic transmission constitutes an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where it is unlawful to do so, and access has been limited so that it shall not constitute directed selling efforts (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) in the United States or elsewhere. The securities referred to in the attached prospectus have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. CONFIRMATION OF YOUR REPRESENTATION: IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED PROSPECTUS, INVESTORS MUST COMPLY WITH THE FOLLOWING PROVISIONS. YOU HAVE BEEN SENT THE ATTACHED PROSPECTUS ON THE BASIS THAT YOU HAVE CONFIRMED THAT YOU AND THE PERSON, IF ANY, FOR WHOSE ACCOUNT YOU ARE ACTING, ARE LOCATED OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND, TO THE EXTENT YOU PURCHASE THE SECURITIES DESCRIBED IN THE ATTACHED PROSPECTUS, YOU WILL BE DOING SO PURSUANT TO REGULATION S UNDER THE SECURITIES ACT; AND CONSENT TO DELIVERY BY ELECTRONIC TRANSMISSION. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. This prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Bank nor any of its affiliates, directors, officers, employees, agents, representatives or advisors accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version. You are reminded that the attached prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this prospectus, electronically or otherwise, to any other person. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Philippine Savings Bank PSBank Center 777 Paseo de Roxas cor. Sedeño St., Makati City, 1226 PHILIPPINES TELEPHONE NUMBER (632) 885-8208 Prospectus relating to the P 8.0 billion Rights Offer of 142, 856,925 Common Shares with a Par Value of P10.00 per Share to be offered at the Offer Price of P 56.00 per Rights Share to be listed and traded on The Philippine Stock Exchange, Inc. Ratio of 1:1.68177 Common Shares held as of Record Date of Dec. 20, 2018 Sole Issue Manager, Bookrunner, and Lead Underwriter THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. THE OFFER OF THE SECURITIES IS EXEMPT PURSUANT TO SECTION 10.1 (E) AND (L) OF THE SECURITIES REGULATION CODE OF THE PHILIPPINES (THE “SRC”) AND, ACCORDINGLY THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION UNDER THE SRC. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE SRC UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION. The date of this Prospectus is December 14, 2018. PHILIPPINE SAVINGS BANK PSBank Center 777 Paseo de Roxas cor. Sedeño St. Makati City, 1226 Philippines Telephone Number: (632) 885-8208 www.psbank.com.ph This Prospectus relates to the offer for subscription (the “Offer”) of 142,856,925 shares of common stock (the “Rights Shares”), with a par value of P10.00 per share (the “Common Shares”), of Philippine Savings Bank, a banking corporation organized under the laws of the Republic of the Philippines (the “Bank” or “PS Bank”), by way of a stock rights offering to existing eligible shareholders of record of Common Shares (the “Eligible Shareholders”) at the proportion of one Rights Share for every 1.68177 existing Common Shares held as of Dec. 20, 2018 (the “Record Date”) at an offer price of P 56.00 per Rights Share (the “Offer Price”). Any fractional share shall be disregarded in the computation of the Rights Shares that Eligible Shareholders will be entitled to. Metropolitan Bank & Trust Company (“Metrobank”) which owns 82.68% of the Bank’s shareholdings intends to, subscribe for at least their respective minimum allotment of Rights Shares. Holders of Common Shares who are eligible to participate in the Offer are: (i) holders located in the Philippines and (ii) holders located in jurisdictions outside the Philippines and outside the United States where it is legal to participate in the Offer under the securities laws of such jurisdiction. First Metro Investment Corporation (“First Metro”) shall act as sole issue manager, bookrunner, and lead underwriter (the “Issue Manager” and “Underwriter”). First Metro shall purchase or procure subscribers to purchase the unsubscribed portion of the Offer in order to ensure that the Rights Shares covered by the Offer will be fully subscribed. The Underwriter will act as underwriter of the Offer. To the extent that any Rights Shares remain unsubscribed for by the Eligible Shareholders after the mandatory second round of the Offer, the Underwriter will take up all such remaining Rights Shares in accordance with the underwriting agreement (the “Underwriting Agreement”) to be entered into with the Bank. The authorized capital stock of the Bank is P4,250,000,000 consisting of 425,000,000 Common Shares with a par value of P10.00 per share. As of September 30, 2018, the Bank’s total outstanding and issued Common Shares was 240,252,491. After the Offer, the Bank will have 383,109,416 issued and outstanding Common Shares and the percentage of the Rights Shares to the Bank’s total issued and outstanding Common Shares will be 37.29%. See “The Rights Offer” on page 13. All of the Common Shares of the Bank issued prior to and to be issued pursuant to the Offer have, or will have, identical rights and privileges. The Common Shares may be owned by any person or entity regardless of citizenship or nationality, subject to the nationality limits under Philippine law. See “Summary of the Offer”, “Risk Factors” and “Description of the Common Shares” on pages 15, 20 and 136, respectively. The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies engaged in certain activities. The Bank is subject to Philippine legislation restricting the aggregate foreign ownership to 40.0% of the outstanding Common Shares. Accordingly, the Bank cannot allow the issuance or the transfer of its Common Shares which may result in the Bank ceasing to be at least 60.0% owned by Philippine nationals. As of September 30, 2018, approximately 99.33% of the Common Shares were held by Philippine nationals. See “Summary of the Offer”, “Risk Factors” and “Foreign Exchange and Foreign Investment Regulations” on pages 15, 20 and 134, respectively. Each holder of Common Shares will be entitled to such dividends as may be declared by the Bank’s Board of Directors (the “Board” or the “Board of Directors”), provided that the Bangko Sentral ng Pilipinas (the “BSP”) and the Philippine Securities and Exchange Commission (the “SEC”) approve such declaration, and that any stock dividend declaration requires the approval of shareholders holding at least two-thirds of the Bank’s total outstanding capital stock. Dividends may be declared only from the Bank’s unrestricted retained earnings. There are no specific requirements relating to the Bank’s dividend policy. The Bank declared cash dividends amounting to P 720.76 million annually for years 2015, 2016 and 2017. See “Dividends and Dividend Policy” on page 48.