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Aboitiz Equity Ventures, Inc ABOITIZ EQUITY VENTURES, INC. PhP30,000,000,000 Debt Securities Program First Tranche: Up to PhP3,000,000,000 with an Oversubscription Option of up to PhP2,000,000,000 Series A: 6.0157% 5-Year Bonds Due 2024 Series B: 6.3210% 10-Year Bonds Due 2029 Offer Price: 100% of Face Value to be listed and traded on the Philippine Dealing & Exchange Corp. Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners THE 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 SECURITIES AND EXCHANGE COMMISSION. The date of this Final Prospectus is May 31, 2019. 1 (A corporation duly organized and existing under Philippine laws) This Final Prospectus relates to the shelf-registration and continuous offer of Aboitiz Equity Ventures Inc. (“AEV”, the “Issuer”, or the “Company”) through a sale in the Philippines of Fixed Rate Bonds in the aggregate principal amount of up to PhP30,000,000,000 (the “Bonds”). For the first tranche of the Bonds to be issued out of the shelf-registration, AEV is offering Fixed Rate Bonds in the aggregate principal amount of up to PhP3,000,000,000, with an oversubscription option of up to PhP2,000,000,000 (the “Offer”; the Fixed Rate Bonds subject of the Offer, the “First Tranche Bonds”) to be issued on June 18, 2019 (the “Issue Date”). The Issuer has the discretion to allocate the First Tranche Bonds between Series A Bonds and Series B Bonds, or depending on prevailing market conditions, to fully allocate the First Tranche Bonds in just one series, based on the book building process of the Joint Lead Underwriters. The Series A Bonds shall have a term ending five (5) years from the Issue Date, or on 2024, with a fixed interest rate of 6.0157 % per annum and an optional redemption on the 4thanniversary of the Issue Date of the Series A Bonds or the immediately succeeding Banking Day if such date is not a Banking Day. The Series B Bonds shall have a term ending ten (10) years from the Issue Date, or on 2029, with a fixed interest rate of 6.3210 % per annum and an optional redemption on the 7th,8th, and 9th anniversary of the Issue Date of the Series B Bonds, or in each case, the immediately succeeding Banking Day if such date is not a Banking Day. Interest on the First Tranche Bonds shall be payable quarterly in arrears on March 18, June 18, September 18, and December 18 of each year while the First Tranche Bonds are outstanding, or the subsequent Banking Day without adjustment if such Interest Payment Date is not a Banking Day. The last Interest Payment Date shall fall on the relevant Maturity Date while the First Tranche Bonds are outstanding (see “Description of the Offer” – “Interest” on page 58 of this Final Prospectus). The First Tranche Bonds shall be repaid at maturity at par (or 100% of face value) on the relevant Maturity Date, unless the Company exercises its early redemption option according to the conditions therefore (see “Description of the Offer” – “Redemption and Purchase” on page 58 of this Final Prospectus). Upon issuance, the First Tranche Bonds shall constitute direct, unconditional, unsecured and unsubordinated Peso denominated obligations of the Issuer and shall rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, other than (i) obligations preferred by the law, (ii) any obligation incurred by the Issuer pursuant to Section 5.2 (a) of the Trust Agreement or as may be allowed by the Trust Agreement, and (iii) other Indebtedness or obligations disclosed by the Issuer to the Trustee as of Issue Date. The First Tranche Bonds shall effectively be subordinated in right of payment to, among others, all of AEV’s secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines (see “Description of the Offer” – “Ranking” on page 58 of this Final Prospectus). The First Tranche Bonds have been rated PRS Aaa with a Stable Outlook by PhilRatings on May 3, 2019. Obligations rated PRS Aaa are of the highest quality with minimal credit risk. 2 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 assigning rating organization. The First Tranche Bonds are offered to the public at face value through BDO Capital & Investment Corporation and First Metro Investment Corporation as joint issue managers, joint lead underwriters, and joint bookrunners (collectively, the “Joint Lead Underwriters”) with the Philippine Depository & Trust Corp. (PDTC) as the Registrar of the First Tranche Bonds. The First Tranche Bonds shall be issued in minimum denominations of PhP50,000 each, and in integral multiples of PhP10,000 thereafter. The First Tranche Bonds shall be traded in denominations of PhP10,000 in the secondary market. AEV intends to cause the listing of the First Tranche Bonds on the Philippine Dealing & Exchange Corporation (“PDEx”) for this purpose. However, there can be no assurance that such a listing will actually be achieved either before or after the Issue Date or whether such a listing will materially affect the liquidity of the First Tranche Bonds on the secondary market. Such listing would be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. AEV expects to raise gross proceeds of up to PhP3,000,000,000 or, if the Oversubscription Option is exercised, up to PhP5,000,000,000. The net proceeds from the issue is estimated to be PhP2,959,655,330.36 for a PhP3,000,000,000 issue size, or PhP4,937,383,883.93 for a PhP5,000,000,000 issue size, after fees, commissions, and expenses. Proceeds of the Offer shall be used to as part of the refinancing plan of the medium-term loan of AEV International Pte. Ltd., a wholly-owned subsidiary of the Company., as more described in the section entitled “Use of Proceeds” on page 45 of this Final Prospectus. The Joint Lead Underwriters shall receive an aggregate fee of 31.5 basis points on the final aggregate nominal principal amount of the First Tranche Bonds issued, which is inclusive of underwriting fees and selling commissions. On 29 March 2019, AEV filed a Registration Statement with the Securities and Exchange Commission (SEC), in connection with the offer and sale to the public of debt securities with an aggregate principal amount of PhP30,000,000,000, under shelf registration, inclusive of the Offer and any amount remaining if the Oversubscription Option is not or is not fully exercised. The SEC is expected to issue an order rendering the Registration Statement effective, and a corresponding permit to offer securities for sale covering the offer. Any subsequent offering of the Bonds under the relevant rules shall be subject to the submission of the Company of the relevant updates and amendments to the Registration Statement and the issuance of the corresponding permit to sell by the SEC. As a reporting company, the Issuer regularly disseminates such updates and information in its disclosures to the SEC. However, there can be no assurance in respect of: (i) whether AEV would issue the remaining amount of the Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by AEV to offer such Bonds will depend on a number of factors at the relevant time, many of which are not within AEV’s control, including but not limited to: prevailing interest rates, the financing requirements of AEV’s business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general. AEV confirms that this Final Prospectus contains all material information relating to the Company, its affiliates and subsidiaries, as well as all material information on the issue and offering of the First Tranche Bonds as may be required by the applicable laws of the Republic of the Philippines. No facts 3 have been omitted that would make any statement in this Final Prospectus misleading in any material respect. AEV confirms that it has made all reasonable inquiries with respect to any information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into this Final Prospectus. AEV, however, has not independently verified any or all such publicly available information, data or analysis. AEV’s dividend policy is to distribute at least 1/3 of its previous year’s earnings as cash dividends to its stockholders for subsequent years. The prices of securities can and do fluctuate. Any individual security may experience upward or downward movements, and may lose all or part of its value over time. The future performance of a security may defy the trends of its past performance, and there may be a significant difference between the buying price and the selling price of any security. As such, there is an inherent risk that losses may be incurred, rather than profit made, as a result of buying and selling securities.
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