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Preliminary Offering Memorandum

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Preliminary Offering Memorandum SAN MIGUEL CORPORATION 40 San Miguel Avenue Mandaluyong City, Philippines 1550 PHP10.0 Billion 2-Year Fixed-Rate Notes Due 2020 Issue Price: 100% of Face Value Interest Rate: 5.2500%p.a. The date of this Information Memorandum is May 21, 2018. Joint Lead Underwriters and Joint Bookrunners Co-Lead Managers i THE SECURITIES BEING OFFERED OR SOLD UNDER THIS INFORMATION MEMORANDUM HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) AS THE ISSUANCE IS AN EXEMPT TRANSACTION UNDER SECTION 10.1 (L) OF THE SECURITIES REGULATION CODE (SRC). UPON ISSUANCE, THESE SECURITIES SHALL BE SIMULTANEOUSLY ENROLLED AS SECURITIES THAT MAY BE TRADED BETWEEN AND AMONG QUALIFIED BUYERS WHICH ARE JURIDICAL PERSONS AND RESIDENTS OF THE PHILIPPINES AT THE PHILIPPINE DEALING & EXCHANGE CORP. (PDEX) IN ACCORDANCE WITH THE PROCEDURES AND REQUIREMENTS SET FORTH IN THIS INFORMATION MEMORANDUM, AND THE RELEVANT PDEX RULES, OPERATING FRAMEWORK, AND TRADING CONVENTIONS. ANY FUTURE OFFER OR SALE OF THE SECURITIES WITHIN THE PDEX TRADING SYSTEM MUST BE TO A QUALIFIED BUYER WHICH IS A JURIDICAL PERSON AND A RESIDENT OF THE PHILIPPINES, AS DEFINED AND PRESCRIBED UNDER THE SRC AND ITS IMPLEMENTING RULES AND REGULATIONS. FOR SALES THAT DO NOT OBSERVE THE PROCESSES SET FORTH IN THIS INFORMATION MEMORANDUM, OR THAT OCCUR OUTSIDE THE PDEX TRADING SYSTEM, THE SALE TO A NON-QUALIFIED BUYER IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SRC, AND SUCH OTHER CONSEQUENCES AS MAY BE PROVIDED UNDER THE PDEX RULES. THE OFFER AND ISSUANCE OF THE FIXED-RATE NOTES ARE MADE SOLELY TO QUALIFIED BUYERS WHICH ARE JURIDICAL PERSONS UNDER SECTION 10.1(L) OF THE SRC AND SECTIONS 10.1.3.1, 10.1.3.2, 10.1.3.3, 10.1.3.4, 10.1.3.5, AND 10.1.3.6 OF ITS IMPLEMENTING RULES AND REGULATIONS, WITH THOSE UNDER SECTION 10.1.3.6 HAVING BEEN DULY QUALIFIED BY A DULY SEC- REGISTERED QUALIFIED INVESTOR REGISTRAR. THE OFFER AND ISSUANCE IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SRC. SMC WILL NOT OBTAIN A CONFIRMATION OR DECLARATION OF SUCH EXEMPTION FROM OR FILE A NOTICE OF SUCH EXEMPTION WITH THE SEC. THE INFORMATION CONTAINED HEREIN SUPERSEDES ANY PREVIOUS INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR, INCLUDING, BUT NOT LIMITED TO, THE TERM SHEET PROVIDED ON 30 APRIL 2018 AND THE PRELIMINARY INFORMATION MEMORANDUM DATED 8 MAY 2018. ii TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS .................................................................................................... 1 DEFINITION OF TERMS ........................................................................................................................... 2 COMPANY OVERVIEW .......................................................................................................................... 20 SUMMARY OF FINANCIAL INFORMATION ......................................................................................... 34 CERTAIN LEGAL PROCEEDINGS ........................................................................................................ 36 SUMMARY OF THE OFFER................................................................................................................... 37 USE OF PROCEEDS .............................................................................................................................. 41 DESCRIPTION OF THE FIXED-RATE NOTES ...................................................................................... 42 FINANCIAL INFORMATION ................................................................................................................... 64 iii FORWARD-LOOKING STATEMENTS This Information Memorandum contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to: • known and unknown risks; • uncertainties and other factors which may cause actual results, performance or achievements of SMC to be materially different from any future results; and • performance or achievements expressed or implied by forward-looking statements. Such forward-looking statements are based on assumptions regarding the present and future business strategies and the environment in which SMC will operate in the future. Important factors that could cause some or all of the assumptions not to occur or cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other things: • the ability of SMC to successfully implement its strategies; • the ability of SMC to anticipate and respond to consumer trends; • changes in availability of raw materials used in the production processes of the SMC Group; • the ability of the SMC Group to successfully manage its growth; • the condition and changes in the Philippines, Asian or global economies; • any future political instability in the Philippines, Asia or other regions; • changes in interest rates, inflation rates and the value of the Peso against the U.S. Dollar and other currencies; • changes in government regulations, including tax laws, or licensing requirements in the Philippines, Asia or other regions; and • competition in the beer, liquor, food, packaging, power, fuel and oil, and infrastructure industries in the Philippines and globally. These forward-looking statements speak only as of the date of this Information Memorandum. SMC and the Underwriters expressly disclaim any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained herein to reflect any change in the expectations of SMC with regard thereto or any change in events, conditions, assumptions or circumstances on which any statement is based. This Information Memorandum includes forward-looking statements, including statements regarding the expectations and projections of the Issuer for future operating performance and business prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “may”, “plan”, “intend”, “will”, “shall”, “should”, “would” and similar words identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Information Memorandum are forward-looking statements. Statements in this Information Memorandum as to the opinions, beliefs and intentions of the Issuer accurately reflect in all material respects the opinions, beliefs and intentions of the management of SMC as to such matters at the date of this Information Memorandum, although the Issuer can give no assurance that such opinions or beliefs will prove to be correct or that such intentions will not change. This Information Memorandum discloses, under the section “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from the expectation of the Issuer. All subsequent written and oral forward-looking statements attributable to either the Issuer or persons acting on behalf of the Issuer are expressly qualified in their entirety by cautionary statements. 1 DEFINITION OF TERMS As used in this Information Memorandum, the following terms shall have the meanings ascribed to them: 2-Year Fixed-Rate Notes or Philippine Peso deminonated, SEC-registration Fixed-Rate Notes………...……………………… exempt, fixed rate corporate notes, to be issued by SMC in the aggregate amount of ₱10,000,000,000.00 and enrolled with PDEx. AAIBV…………………………………………….. Atlantic Aurum Investments B.V. including as the context requires, its subsidiaries. AAIPC…………………………………………… Atlantic Aurum Investments Philippines Corporation. Affiliate…………………………………………… With respect to any Person, means any other Person (i) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, or who is a director or officer of such Person or (ii) any subsidiary of such Person or of any Person referred to in clause (i) of this definition. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. AHC……………………………………………….. Angat Hydropower Corporation. AHEPP……………………………………………. Angat Hydroelectric Power Plant. ALECO……………………………………………. Albay Electric Cooperative. APEC………………………………………………. Albay Power and Energy Corp. Applicable Law…………………………………… Any statute, law, regulation, ordinance, rule, judgment, order, decree, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority. ASEAN…………………………………………….. The Association of Southeast Asian Nations, consisting of Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam BDO Capital………………………………………. BDO Capital & Investment Corporation. BGTOM……………………………………………. Build-Gradual Transfer-Operate-Maintain. 2 Definition of Terms BIR…………………………………………………. Bureau of Internal Revenue of the Philippines. Board of Directors………………………………… Board of Directors of SMC. BOC……………………………………………….. Bank of Commerce. Bonanza Energy…………………………………. Bonanza Energy Resources, Inc. BOT………………………………………………... Build-Operate-Transfer. BPI Capital BPI Capital Corporation. BSP……………………………………………….
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