IMPORTANT: You Must Read the Following Disclaimer Before Continuing. the Following Disclaimer Applies to the Offering Circular Following This Page
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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 Arranger, 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 Arranger, 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 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. 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 of a destructive nature. PHILIPPINE SAVINGS BANK (A banking corporation organized and existing under Philippine Laws) P3,375,000,000 3.5% Long Term Negotiable Certificates of Time Deposit Due 2022 Issue Price 100% The P3,375,000,000 3.5% Long-Term Negotiable Certificates of Time Deposit Due 2022 (the “Series 1 LTNCTDs”) will be issued in an aggregate principal amount of P3,375,000,000 by Philippine Savings Bank (“PSBank”, the “Bank” or the “Issuer”). The Series 1 LTNCTDs will bear fixed interest at the rate of 3.5% per annum from and including January 30, 2017 up to but excluding April 30, 2022. The interest of the Series 1 LTNCTDs for the entire term will be payable quarterly in arrears on April 30, July 30, October 30 and January 30 of each year, commencing on April 30, 2017. The Series 1 LTNCTDs will mature on April 30, 2022 (the “Maturity Date”). Subject as set out below and in “Terms and Conditions of the Series 1 LTNCTDs”, the Series 1 LTNCTDs may be redeemed, in whole but not in part only, at the option of the Issuer on the Pre-Termination Date, at 100% of the face value (as defined in “Terms and Conditions of the LTNCTDs”) of the Series 1 LTNCTDs plus accrued and unpaid interest as of but excluding the Pre-Termination Date. In the event of the proper exercise of the Pre-Termination Option, the Issuer shall shoulder the taxes due, if any, on the interest income already earned by the CD Holders. The Series 1 LTNCTDs will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer. The Series 1 LTNCTDs shall, at all times, rank pari passu and ratably without any preference or priority amongst themselves, and at least pari passu with all other present and future direct, unconditional, unsecured, and unsubordinated obligations of the Bank, except for any obligation enjoying a statutory preference or priority established under Philippine laws. See “Terms and conditions of the Series 1 LTNCTDs — Status and PDIC Insurance”. See “Investment Considerations” beginning on page 10 for a discussion of certain factors to be considered in connection with an investment in the LTNCTDs. The Series 1 LTNCTDs will be issued in scripless form and in minimum denominations of P50,000.00 and increments of P50,000.00 beyond P50,000.00, or such other minimum denomination as may be prescribed or approved by the BSP. The Series 1 LTNCTDs will be represented by a Master CD which will be deposited with the Registrar. It is intended that, upon issuance, the Series 1 LTNCTDs will be immobilized and lodged with the Registrar. A Registry Confirmation will be issued by the Registrar in favor of the holders of the Series 1 LTNCTDs in accordance with the regulations of the Bangko Sentral ng Pilipinas (“BSP”). Once lodged, the Series 1 LTNCTDs will be eligible for electronic book-entry transfers in the Registry Book without the issuance of other evidences of certificates, and any sale, transfer, or conveyance of the Series 1 LTNCTDs shall be coursed through an accredited exchange. The Series 1 LTNCTDs will be listed in the trading platform of the Philippine Dealing & Exchange Corp. (“PDEx”) for secondary market trading pursuant to the BSP rules. Upon listing of the Series 1 LTNCTDs in the PDEx, investors shall course their secondary market trades through the trading participants of the PDEx for execution in the PDEx Trading Platform in accordance with the PDEx Trading Rules, Conventions and Guidelines, as these may be amended or supplemented from time to time, and shall settle such trades on a Delivery versus Payment (DvP) basis in accordance with PDEx Settlement Rules and Guidelines. Arranger and Selling Agent Selling Agents Final Offering Circular 30 January 2017 The LTNCTDs will be issued pursuant to General Banking Law of 2000 (Rep. Act No. 8791), BSP Circular No. 304 (Series of 2001) on Guidelines Governing the Issuance of Long-Term Negotiable Certificates of Time Deposit With a Minimum Maturity of Five Years, BSP Circular No. 778 (Series of 2012) Amendments to the Qualification Requirements of Selling Agents and/or Market Makers of Long-Term Negotiable Certificates of Time Deposit and/or Unsecured Subordinated Debt; BSP Circular No. 810 (Series of 2013) on Amendments to the Guidelines Governing the Issuance of Long-Term Negotiable Certificate of Time Deposits, BSP Circular No. 824 (Series of 2014) on Amendment to the Regulations on Long-Term Negotiable Certificates of Time Deposits, BSP Circular No. 834 (Series of 2014) on Amendments to the Guidelines Governing the Issuance of Long-Term Negotiable Certificate of Time Deposits and Unsecured Subordinated Debt, BSP Circular No. 877 (Series of 2015) on Amendments to the Guidelines on the Issuance of Long-Term Negotiable Certificates of Time Deposits, Sections X233.9 of the Manual of Regulations for Banks (“MORB”), BSP Memorandum No. M-2014-034 (Series of 2014) on Availability of an Exchange for Long-Term Negotiable Certificates of Time Deposits, Monetary Board Resolution No. 2203 dated 8 December 2016 which authorized the Bank to issue up to P10.0 Billion worth of long-term negotiable certificates of time deposit in one or more issuances (the “BSP Approval”), and other related circulars and issuances of the BSP (the "BSP Rules"). The issuance of the LTNCTDs is exempt from the registration requirement under the Securities Regulation Code pursuant to Section 9.1(e) of the said law. No offer or invitation or solicitation shall be made or received, and no agreement shall be made, on the basis of this document, to purchase or subscribe for any of the LTNCTDs. The Bank confirms that this document contains all information with respect to PSBank and its joint venture (collectively, the “Bank”) and the LTNCTDs which is material in the context of the issue and offering of the LTNCTDs, 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 LTNCTDs, 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. More information on the Bank can be accessed at https://www.psbank.com.ph/. In making an investment decision, you must rely on your own examination of the Bank and the terms of the offering of LTNCTDs, including the merits and risks involved. By receiving this Offering Circular (the “Offering Circular”), you acknowledge that (i) you have not relied on ING Bank N.V., Manila Branch (“ING”) (the “Arranger and Selling Agent”) or any person affiliated with the Arranger and Selling Agent 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 or the LTNCTDs 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 Arranger and Selling Agent.