Preliminary Prospectus to the Primary Offer of Series 2 Preferred Shares Dated 04 November 2020
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The prospectus is being displayed in the website to make the prospectus accessible to more investors. The Philippine Stock Exchange (PSE) assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed in the prospectus. Furthermore, the PSE makes no representation as to the completeness of the prospectus and disclaims any liability whatsoever for any loss arising from or in reliance in whole or in part on the contents of the prospectus. MEGAWIDE CONSTRUCTION CORPORATION 20 N. Domingo Street, Brgy. Valencia, Quezon City, Metro Manila Telephone No. +63 2 8655 1111 Preliminary Prospectus relating to the Primary Offer in the Philippines of 30,000,000 Non-Voting Perpetual Series 2 Preferred Shares with an Oversubscription Option for up to 20,000,000 Non-Voting Perpetual Series 2 Preferred Shares consisting of Series 2A Preferred Shares “MWP2A” Series 2B Preferred Shares “MWP2B” at an Offer Price of 100.00 per Preferred Share to be listed and traded on the Main Board of The Philippine Stock Exchange, Inc. Sole Issue Manager Joint Lead Underwriters and Bookrunners Selling Agents Trading Participants of the Philippine Stock Exchange, Inc. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PRELIMINARY PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. This Preliminary Prospectus is dated November 4, 2020. 1 1 MEGAWIDE CONSTRUCTION CORPORATION 20 N. DOMINGO STREET, BRGY. VALENCIA, QUEZON CITY, METRO MANILA Telephone No. +63 2 8655 1111 http://www.megawide.com.ph/ This Preliminary Prospectus relates to the offer and sale of up to 50,000,000 cumulative, non- voting non-participating, non-convertible, redeemable (non-reissuable) perpetual preferred shares with a par value of One Peso (1.00) e hae (the Series 2 Preferred Shares or Shares) of Megawide Construction Corporation (Megawide or MWIDE or the Company or the Issuer), a corporation incorporated and existing under Philippine laws (he Offer). The Offer is for a total of up to 50,000,000 Series 2 Preferred Shares (he Offer Shares) with a base offer of 30,000,000 Series 2 Preferred Shae (he Firm Shares) to be issued two (2) subseries: Series 2A Preferred Shares and/or Series 2B Preferred Shares. In the event of an oversubscription, the Joint Lead Underwriters and Bookrunners, with the consent of the Company, reserve the right but not the obligation to increase the size of the Offer by up to an additional 20,000,000 Series 2 Preferred Shares (the Oversubscription Option“) and the Series 2 Pefeed Shae eaining ch in, he Oversubscription Option Shares), bjec he egiain eiemen f he Seciie and Echange Cmmiin (SEC). The Offer Shares are to be issued in two subseries: Series 2A Preferred Shares and Series 2B Preferred Shares, at a subscription price of 100.00 e hae (he Offer Price). The Offer Shares will be issued by the Company from its 70,500,000 unissued cumulative, non-voting, non-participating, non- convertible, perpetual preferred shares. The distribution and sale of the Series 2 Preferred Shares shall be made solely in the Philippines hgh RCBC Caial Cain (RCBC Capital or he Sole Issue Manager”) and PNB Capital and Investment Corporation (PNB Capital), (RCBC Capital and PNB Capital, each a Joint Lead Underwriter and Bookrunner, and together, the Joint Lead Underwriters and Bookrunners) and the Selling Agents named herein who shall sell and distribute the Series 2 Preferred Shares to third party buyers/investors at the Offer Price. In the event that Oversubscription Option is exercised, the Joint Lead Underwriters and Bookrunners, in consultation with the Issuer, have the discretion to allocate the Oversubscription Option Shares in either Series 2A Preferred Shares or Series 2B Preferred Shares at the end of the Offer Period based on actual demand. The Series 2 Preferred Shares will be listed on the Main Board of the Philippine Stock Exchange, Inc. (PSE) n [November 27, 2020], (the Listing Date) nde he ading mbl MWP2A f he Seie 2A Pefeed Shae and MWP2B for the Series 2B Preferred Shares. Following the Offer, and assuming the Oversubscription Option is exercised in full, the Company will have 2,013,409,717 common shares and 386,016,410 common shares are held in treasury; 40,000,000 Series 1 Preferred Shares, and 50,000,000 Series 2 Preferred Shares, and 13,500,000 Series 3 Preferred Shares, issued and outstanding shares. The holders of the Series 2 Preferred Shares do not have identical rights and privileges with holders of the existing common shares and existing Series 1 and Series 3 Preferred Shares of the Company. Any and all preferred shares of the Corporation shall have preference over common shares in dividend distribution and in case of liquidation or dissolution. For further discussion, please refer to Description of Shares. The declaration and payment of Dividends on the Shares on each Dividend Payment Date will be bjec he le and able dicein f he Ie Bad f Diec (he Board), to the extent permitted by law and subject to the covenants (financial or otherwise) in the loans and credit agreements to which Megawide is a party and the requirements under applicable laws and regulations. The declaration and payment of dividends (except stock dividends) do not require any further approval from the shareholders. 2 2 As and if declared by the Board, dividends on the Series 2A Preferred Shares and Series 2B Preferred Shares shall be at a fixed rate of [4.25%-4.75%] per annum, and [5.25%-5.75%] per annum, respectively, in all cases calculated in respect of each share by reference to the Offer Price thereof for each Dividend Period (as defined below) (each, the “Initial Dividend Rate” for the relevant subseries). Subject to the limitations described in this Preliminary Prospectus, cash dividends on the Shares will be payable on a [quarterly] basis in arrears on a Dividend Period (as defined herein). Unless the Series 2 Preferred Shares have not been redeemed by the Company on, in respect of the Series 2A Preferred Shares, 2.5 years from the Listing Date (he Series 2A First Optional Redemption Date) and in eec f he Seie 2B Preferred Shares, 5 years from the Listing Date (the Series 2B First Optional Redemption Date) or on the next Business Day in case each of the First Optional Redemption Date falls on a non-Business Day, the dividends on each subseries will be adjusted as follows: (a) For the Series 2A First Optional Redemption Date, the higher of (a) the sum of (i) the simple average of the closing per annum rates of 5-year BVAL rate, or if such interpolated 5-year BVAL rate is not available or cannot be determined, any such successor rate generally accepted by the Banke Aciain f he Philiine (BAP) he Bangk Senal ng Piliina (BSP), a hn n he PDEX age (or such successor page) of Bloomberg (or such successor electronic service provider for three consecutive days ending on (and including) the day 2.5 years from Listing date and (ii) [4.00]% or (b) the floor rate of [8.00]% (the MWP2A Step Up Rate) and; (b) For the Series 2B First Optional Redemption Date, the higher of (a) the sum of (i) the simple average of the closing per annum rates of the 7-year BVAL rate, or if the 7-year BVAL rate is not available or cannot be determined, the interpolated 7-year BVAL rate, or if such interpolated 7-year BVAL rate is not available or cannot be determined, any such successor rate generally accepted by the BAP or the BSP, as shown on the PDEX page (or such successor page) of Bloomberg (or such successor electronic service provider for three consecutive days ending on (and including) the day 5 years from Listing date and (ii) [4.00]% or (b) the floor rate of [8.00%] (he MWP2B Step Up Rate); Provided, that in the event the relevant Series 2A or Series 2B First Optional Redemption Date falls on day that is not a Business Day: (a) the rate setting will be done on the immediately succeeding Business Day using the average of the relevant BVAL rates for the three (3) consecutive Business Days preceding and inclusive of the said rate setting date; and (b) the applicable MWP2A Step Up Rate and the MWP2B Step Up Rate (he Step-Up Rate, see Summary of the Offering) will be applied commencing on the Step-Up Date (which is the 2.5 years from the Listing Date of the Series 2A Preferred Shares, and 5 years from the Listing Date of the Series 2B Preferred Shares). Dividends on the Shares will be cumulative. If for any reason the Issuers Board does not declare a dividend on the Shares for a Dividend Period, the Issuer will not pay a dividend on the Dividend Payment Date for that Dividend Period. However, on any future Dividend Payment Date on which dividends are declared, holders of the Shares as of record date of such dividends must receive the dividends due them on such Dividend Payment Date as well as all dividends due and payable or dividends in arrears in respect of prior Dividend Periods (Dividends in Arrears) (see Description of the Shares). As and if declared by the Board, the Issuer may redeem the Series 2 Preferred Shares as follows: (a) in whole (not in part), the Series 2A Preferred Shares on the Series 2A First Optional Redemption Date or on any Dividend Payment Date thereafter (each of the Series 2A First 3 3 Oinal Redemin Dae and he Diidend Peid heeafe, a Series 2A Optional Redemption Date; and (b) in whole (not in part), the Series 2B Preferred Shares on the Series 2B First Optional Redemption Date or on any Dividend Payment Date thereafter (each of the Series 2B First Oinal Redemin Dae and he Diidend Peid heeafe, a Series 2B Optional Redemption Date (each Series 2A Optional Redemption Date and Series 2B Optional Redemption Date, an Optional Redemption Date).