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Petron Corporation PCOR C00168-2018 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-C CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Jan 12, 2018 2. SEC Identification Number 31171 3. BIR Tax Identification No. 000-168-801 4. Exact name of issuer as specified in its charter PETRON CORPORATION 5. Province, country or other jurisdiction of incorporation Philippines 6. Industry Classification Code(SEC Use Only) 7. Address of principal office San Miguel Head Office Complex, 40 San Miguel Avenue, Mandaluyong City Postal Code 1550 8. Issuer's telephone number, including area code (63 2) 886-3888, 884-9200 9. Former name or former address, if changed since last report N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Number of Shares of Common Stock Outstanding and Amount Title of Each Class of Debt Outstanding COMMON (PCOR) 9,375,104,497 PREFERRED SERIES 2A (PRF2A) 7,122,320 PREFERRED SERIES 2B (PRF2B) 2,877,680 PCOR SERIES A BONDS DUE 2021 (IN MIL 13,000 PESO) PCOR SERIES B BONDS DUE 2023 (IN MIL 7,000 PESO) TOTAL DEBT AS OF SEPT 30, 2017 (IN MIL 226,694 PESO-CONSO) 11. Indicate the item numbers reported herein Item 9. The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party. Petron Corporation PCOR PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules Subject of the Disclosure Final offering circular relating to the proposed offering by the Company of US Dollar-denominated undated unsubordinated capital securities. Background/Description of the Disclosure Final offering circular relating to the proposed offering by the Company of US Dollar-denominated undated unsubordinated capital securities. Other Relevant Information Please see attached letter dated January 12, 2018. Filed on behalf by: Name Jhoanna Jasmine Javier-Elacio Designation Legal Manager and Assistant Corporate Secretary January 12, 2018 PHILIPPINE STOCK EXCHANGE, INC. Disclosure Department 3rd Floor, Philippine Stock Exchange Center Ayala Triangle, Ayala Avenue Makati City Attention: Mr. Jose Valeriano B. Zuño III OIC - Head, Disclosure Department PHILIPPINE DEALING & EXCHANGE CORP. 37th Floor, Tower 1, The Enterprise Center 6766 Ayala Avenue cor. Paseo de Roxas Makati City Attention: Ms. Vina Vanessa S. Salonga Head – Issuer Compliance and Disclosure Department Gentlemen: Further to our disclosure yesterday, January 11, 2018, relating to the proposed offering by the Company of US Dollar-denominated undated unsubordinated capital securities, please find attached a copy of the final offering circular. Very truly yours, JOEL ANGELO C. CRUZ Vice President - General Counsel & Corporate Secretary This communication is for information purposes only and does not constitute or form part of an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of the Company referred to herein for sale, or the solicitation of an offer to buy securities of the Company, in the United States or in any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws of the United States or any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. This communication and the information contained herein are not for distribution, directly or indirectly, in or into the United States or in any other jurisdiction in which such distribution is prohibited. No public offer of the securities referred to herein is being or will be made in the United States or in any other jurisdiction. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. Important: You must read the following before continuing. The following applies to the offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN AN OFFERING CIRCULAR THAT WILL BE DISTRIBUTED TO YOU ON OR PRIOR TO THE CLOSING DATE AND NOT ON THE BASIS OF THE ATTACHED DOCUMENTS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of the Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities described herein, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the electronic mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. 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 in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Offering Circular to any other person. The materials relating to any offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the Joint Lead Managers (as defined in the Offering Circular) or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer (as defined in the Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead Managers or any person who controls any of the Joint Lead Managers or any director, officer, employee or agent of any of the Joint Lead Managers or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version available to you on request from any of the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail 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. No representation or warranty, express or implied, is made or given by the Joint Lead Managers, the Trustee (as defined in the Offering Circular) or the Agents (as defined in the Offering Circular) or any of their respective affiliates, employees, directors, advisors, agents or representatives as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, advisors, agents or representatives.
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