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Preliminary Prospectus Dated May 20, 2019 – Part 1

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Preliminary Prospectus Dated May 20, 2019 – Part 1 n PETRON CORPORATION (a company incorporated under the laws of the Republic of the Philippines) ffer Shares may not be sold nor may an offer to an offer may be sold nor not may ffer Shares Offer in the Philippines of which such offer, solicitation or sale would be unlawful be unlawful or would sale solicitation such offer, which 15,000,000 Perpetual Preferred Shares Series 3 n inn with Oversubscription Option of up to 5,000,000 Perpetual Preferred Shares Series 3 consisting of Series 3A Preferred Shares (PRF3A): [●]% p.a. Series 3B Preferred Shares (PRF3B): [●]% p.a. at an Offer Price of ₱1,000.00 per Preferred Share to be listed and traded on the Main Board of The Philippine Stock Exchange, Inc. JOINT ISSUE MANAGERS, JOINT LEAD UNDERWRITERS AND JOINT BOOKRUNNERS1 SENIOR CO-LEAD UNDERWRITERS [●] CO-LEAD UNDERWRITERS issued in final form. Under no circumstances shall this Preliminary Prospectus constitute an offer to sell or the solicitatio the or to sell an offer constitute Prospectus Preliminary this shall circumstances Under no form. in final issued [●] PARTICIPATING UNDERWRITERS [•] SELLING AGENTS Trading Participants of The Philippine Stock Exchange, Inc. 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. This Preliminary Prospectus is dated 20 May 2019. 1 BPI Capital Corporation, one of the Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners, is the [wholly-owned] investment banking subsidiary of Bank of the Philippine Islands which is the bank which the buy be accepted prior to the time that the Prospectus is is the Prospectus time that to the accepted prior be buy jurisdictio in any Offer the Shares of sale or solicitation offer, any be there shall nor Shares Offer any to buy of an offer jurisdiction. such laws of securities the under qualification or registration prior to This Preliminary Prospectus and the information contained herein are subject to completion or amendment without notice. The The O notice. without or amendment completion to subject are herein contained the information and Prospectus This Preliminary Issuer intends to repay using a portion of the proceeds of the Offer. Petron Corporation SMC Head Office Complex 40 San Miguel Avenue Mandaluyong City, Philippines Telephone number: (632) 884-9200 Corporate website: www.petron.com This Preliminary Prospectus relates to the offer and sale of up to 20,000,000 cumulative, non-voting, non-participating, non-convertible peso-denominated Perpetual Preferred Shares Series 3 with a par value of ₱1.00 per share (the “Preferred Shares” or “Offer Shares”) of Petron Corporation (“Petron”, the “Company” or the “Issuer”), a corporation duly organized and existing under Philippine law. The offer and sale of the Preferred Shares will be by way of a offer of 15,000,000 Preferred Shares (the “Offer”). In the event of an oversubscription, the Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners, in consultation with the Company, reserve the right, but do not have the obligation, to increase the Offer size up to an additional 5,000,000 Preferred Shares, subject to the registration requirements of the Securities and Exchange Commission (“SEC”) (the ”Oversubscription Option”). The Preferred Shares are to be issued in one or more subseries: Series 3A Preferred Shares and Series 3B Preferred Shares, at a subscription price of ₱1,000.00 per share (the “Offer Price”). As of March 31, 2019, the Company has issued 10,000,000 preferred shares consisting of (a) 7,122,320 outstanding Preferred Series 2A (the “Series 2A Preferred Shares”), (b) 2,877,680 outstanding Preferred Series 2B (the “Series 2B Preferred Shares”, and together with Series 2A Preferred Shares, the “Outstanding Preferred Shares”) and (b) 100,000,000 treasury shares. The Preferred Shares will be issued out of the treasury shares of the Company. The Preferred Shares are being offered for sale solely in the Philippines through BDO Capital & Investment Corporation (“BDO Capital”), BPI Capital Corporation (“BPI Capital”), China Bank Capital Corporation (“China Bank Capital”), and PNB Capital and Investment Corporation (“PNB Capital” and together with BDO Capital, BPI Capital, and China Bank Capital, the “Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners”), and [Senior Co-Lead Underwriters], and [Co- Lead Underwriters], and [Participating Underwriters], and selling agents named herein. The Issuer has the discretion to allocate the 15,000,000 Preferred Shares (or 20,000,000 Preferred Shares, in case the Oversubscription Option is exercised) in one or more subseries based on the book building process of the Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners. The allocation of the 15,000,000 Preferred Shares between Series 3A Preferred Shares and Series 3B Preferred Shares will be determined on the dividend rate setting date, and in respect of the Oversubscription Option of 5,000,000 Preferred Shares, at the end of the Offer Period. The Preferred Shares will be listed on the Main Board of The Philippine Stock Exchange, Inc. (“PSE”) on [date] “Listing Date” under the trading symbol “PRF3A” for the Series 3A Preferred Shares and “PRF3B” for the Series 3B Preferred Shares. Following the Offer, the Company will have (a) 9,375,104,497 common shares and (b) 25,000,000 preferred shares issued and outstanding, and (c) 85,000,000 treasury preferred shares, if the Oversubscription Option is not exercised. On the other hand, if the Oversubscription Option is exercised in full, the Company will have (a) 9,375,104,497 common shares and (b) 30,000,000 preferred shares issued and outstanding, and (c) 80,000,000 treasury preferred shares. Furthermore, following the redemption of the Series 2A Preferred Shares and assuming that the Oversubscription Option is not exercised, the Company will have (a) 9,375,104,497 issued and outstanding common shares and (b) 17,877,680 issued and outstanding preferred shares, exclusive of 92,122,320 treasury shares. On the other hand, if the Oversubscription Option is exercised in full and after the redemption of the Series 2A Preferred Shares, the Company will have (a) 9,375,104,497 issued and outstanding common shares and (b) 22,877,680 issued and outstanding preferred shares, exclusive of 87,122,320 treasury shares. The holders of the Preferred Shares do not have identical rights and privileges with holders of the existing common shares and existing 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 on the rights and privileges of the Preferred Shares, please refer to the section on “Description of the Preferred Shares”. ii The declaration and payment of cash dividends on the Preferred Shares on each Dividend Payment Date (as defined below) will be subject to the sole and absolute discretion of the Issuer’s Board of Directors (the “Board”) to the extent permitted by law, and subject to the covenants (financial or otherwise) in the agreements to which the Company is a party. The declaration and payment of dividends (except stock dividends) do not require any further approval from the shareholders. Some of the Company’s existing loan agreements contain covenants that restrict the declaration or payments of dividends under certain circumstances, such as the occurrence of an event of default under such loan agreements or if such payment would cause an event of default to occur, if certain financial ratios are not met or payment would cause them not to be met. See “Description of the Preferred Shares”. As and if declared by the Board, dividends on the Series 3A Preferred Shares shall be at a fixed rate of [●]% per annum, and [●]% per annum for Series 3B Preferred Shares, 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 Prospectus, cash dividends on the Preferred Shares will be payable quarterly in arrears on [●], [●], [●] and [●] of each year (each a “Dividend Payment Date”) being the last day of each 3-month period (a “Dividend Period”) following the relevant Listing Date. Unless the Preferred Shares are redeemed by the Issuer on, in respect of the Series 3A Preferred Shares, the 5.5th anniversary of the Listing Date (the “Series 3A First Optional Redemption Date”) and in respect of Series 3B Preferred Shares, the 7th anniversary of the Listing Date (the “Series 3B 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 3A First Optional Redemption Date, the higher of the (a) applicable Initial Dividend Rate; or (b) the simple average of the closing per annum rates of the 7-year BVAL (or if the 7-year BVAL is not available or cannot be determined, any such successor rate as determined by the Bankers Association of the Philippines (“BAP”) or the Bangko Sentral ng Pilipinas (“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 5.5th anniversary from Listing Date, plus [3.25%] (the “PRF3A Step Up Rate”); and (b) For the Series 3B First Optional Redemption Date, the higher of the (a) applicable Initial Dividend Rate; or (b) the simple average of the closing per annum rate of the 10-year BVAL (or if the 10-year BVAL is not available or cannot be determined, any such successor rate as determined 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 7th anniversary from Listing Date, plus [3.25%] (the “PRF3B Step Up Rate”).
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