IMPORTANT: You Must Read the Following Disclaimer Before Continuing
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IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Offering Circular following this page. You are therefore advised to read this disclaimer carefully before reading, accessing, or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to it from time to time, each time you receive any information from the Issuer, the Sole Issue Manager, Bookrunner and Underwriter, and the Selling Agents (as such terms are defined in the attached Offering Circular). NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICITON WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT, BE REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). Confirmation of your representation: This Offering Circular is being sent at your request, and by accepting the email and accessing this Offering Circular, you shall have confirmed that (1) you are a person to whom it is lawful to deliver, or to grant access to the attached Offering Circular through electronic means, and (2) that you consent to the delivery of, or your being granted access to, this document through electronic means. This document has been made available to you in electronic form. You are reminded that documents made available to you through this medium may have been altered or changed during the process of electronic transmission or access, and consequently the Issuer, the Sole Issue Manager, Bookrunner and Underwriter, and the Selling Agents, and their respective affiliates accept no liability or responsibility whatsoever in respect of any difference between this electronic version of the Offering Circular made available to you and the hard copy version. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered or made available in accordance with the laws of the jurisdiction in which you are located. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. You are responsible for protecting against viruses and other destructive items. Your use of this electronic document is at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items destructive in nature. If you are in any doubt about this Offering Circular, you should consult representatives of the Sole Issue Manager, Bookrunner and Underwriter and/or Selling Agents such as a sales professional or bank manager, or a professional accountant or other professional adviser. 1 ROBINSONS BANK CORPORATION (A banking corporation organized and existing under Philippine Laws) ₱2,500,000,000.00 with oversubscription of ₱[•] [•]% Philippine Peso Denominated Fixed Rate Bonds Due [•] Issue Price 100% Robinsons Bank Corporation (“Robinsons Bank” or the “Bank” or the “Issuer”) is offering ₱2,500,000,000 00 with oversubscription of ₱[•] worth of Philippine Peso Denominated Fixed Rate Bonds Due [•] (the “Bonds”) pursuant to Bangko Sentral ng Pilipinas (“BSP”) Circular No. 1010 (Series of 2018) and any other circulars and regulations as may be relevant to the transaction, as amended from time to time (the “BSP Rules”), and shall at all times be subject to and governed by the Terms and Conditions of the Bonds (see “Terms and Conditions of the Bonds”). The Bonds will bear interest at the rate of [•]% per annum from and including [•] to but excluding [•], and interest will be payable quarterly in arrears at the end of each Interest Period on [•], [•], [•], and [•] beginning on [•]. If the Interest Payment Date is not a Business Day, interest will be paid on the next succeeding Business Day, without adjustment to the amount of interest to be paid. See “Terms and Conditions of the Bonds”. The Bonds will constitute direct, unconditional, unsecured, and unsubordinated peso-denominated obligations of the Bank enforceable according to the Terms and Conditions of the Bonds. The Bonds will at all times rank pari passu and without any preference among themselves, and at least pari passu with all other direct, unconditional, unsecured, and unsubordinated Peso-denominated obligations of the Bank, present and future, other than obligations mandatorily preferred by law or priority established under Philippine laws. (See “Terms and Conditions of the Bonds - Status and Ranking”.) The Bonds will be issued in scripless form and in minimum denominations of ₱50,000.00 and in increments of ₱10,000.00 thereafter, and will be registered and lodged with the Registrar through an electronic registry book (“Bond Registry”) in the name of the Bondholders. The Bonds will be issued on such terms and conditions set out in the Terms and Conditions of the Bonds. Upon issuance, the Bonds will be listed for trading through the facilities of the Philippine Dealing and Exchange Corporation (“PDEx” or the “Exchange”), as required by BSP Rules. The Bonds will be represented by a Bond Certificate deposited with the Registrar. The Bond Registry shall serve as the best evidence of ownership with respect to the Bonds. However, a written advice will be issued by the Registrar to the Bondholders to confirm the registration of Bonds in their name in the Bond Registry, including the amount and summary terms and conditions of the Bonds (the “Registry Confirmations”). The Bonds will be eligible for electronic book-entry transfers in the Bond Registry without the issuance of other evidences or certificates, and any sale, transfer, or conveyance of the Bonds shall be coursed through or effected using the trading facilities of the Exchange. The Bank has an Issuer Rating of [•] from Philratings. A rating is not a recommendation to buy, sell, or hold securities and may be subject to revision, suspension or withdrawal at any time by the rating agency concerned. The Bonds will be listed by the Bank on PDEx. Once registered and lodged, the Bonds will be eligible for transfer through the trading participants of the PDEx upon listing of the Bonds in PDEx by electronic book-entry transfers in the Bond Registry, and issuance of Registry Confirmations in favor of transferee Bondholders. Sole Issue Manager, Bookrunner and Underwriter Selling Agents The date of this Offering Circular is [•]. 2 Unless the context indicates otherwise, any reference to the “Bank”, “Robinsons Bank”, or the “Issuer” refers to Robinsons Bank Corporation. The information contained in this Offering Circular relating to the Bank, its operations, and those of its subsidiaries and associates has been supplied by the Bank, unless otherwise stated herein. This Offering Circular has been prepared solely for the information of persons to whom it is transmitted by BDO Capital & Investment Corporation as the Sole Issue Manager, Bookrunner and Underwriter, and Selling Agent, or the Bank in its capacity as Selling Agent, together with [•] and [•] (collectively, the “Selling Agents”), with respect to the Bonds to be issued by the Bank. This Offering Circular shall not be reproduced in any form, in whole or in part, for any purpose whatsoever nor shall it be transmitted to any other person. The Bank confirms that this document contains all information with respect to the Bank and its wholly owned subsidiary, Legazpi Savings Bank, Inc. (“LSB”) (collectively, the “Group”) and the Bonds which is material in the context of the issue and offering of the Bonds, that the information contained herein is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the Bonds, make this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect, and that all reasonable enquiries have been made by the Bank to verify the accuracy of such information. The Bank accepts responsibility accordingly. In making an investment decision, you must rely on your own examination of the Bank and the terms of the offering of the Bonds, including the merits and risks involved. By receiving this Offering Circular, you acknowledge that (i) you have not relied on the Sole Issue Manager, Bookrunner and Underwriter or on the Selling Agents or any person affiliated with the Sole Issue Manager, Bookrunner and Underwriter or the Selling Agents in connection with your investigation of the accuracy of any information in this Offering Circular or your investment decision, and (ii) no person has been authorized to give any information or to make any representation concerning the Bank, the Group, or the Bonds other than as contained in this Offering Circular and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Bank or the Sole Issue Manager, Bookrunner and Underwriter. Each of BDO Capital & Investment Corporation, the Selling Agents (other than the Bank in its capacity as such Selling Agent), and the Philippine Depository & Trust Corp. (“PDTC” or the “Registrar”), is a third-party in relation to the Bank and each is (i) not a subsidiary or affiliate of the Bank and (ii) not related in any manner to the Bank as would undermine its independence and ability to perform its obligations in relation to the issuance of the Bonds. The Sole Issue Manager, Bookrunner and Underwriter, and Selling Agents have not independently verified all the information contained or incorporated by reference herein.