Preliminary Offering Memorandum
Total Page：16
File Type：pdf, Size：1020Kb
Level 2 Galleria Corporate Center, EDSA corner Ortigas Avenue,, Quezon CityTelephone Number: (632) 397- 1888 Fixed Rate Bonds Due 2022 and 2025 Issue Price: 100% of Face Value Series A: 4.8000 % p.a. due 2022 Series B: 4.9344 % p.a. due 2025 Robinsons Land Corporation (“Robinsons Land” or “RLC” or the “Issuer” or the “Company”) intends to offer, for subscripton and issue, fixed rate bonds in the aggregate principal amount of up to P10,000,000,000.00, with an over-subscription option of up to P=2,000,000,000.00 (the “Bonds”). The Bonds shall be issued simultaneously in two (2) series on Issue Date: (a) the Series A Bonds shall have a term ending seven (7) years from Issue Date and/or (b) the Series B Bonds shall have a term ending ten (10) years from Issue Date. The Bonds, which shall be issued on February 23, 2015, shall have a fixed interest rate equivalent to 4.8000% p.a. for the Series A and 4.9344% p.a. for the Series B. Interest on the Bonds shall be payable semi-annually in arrears on August 23 and February 23 of each year, or the subsequent Business Day without adjustment, if such Interest Payment Date is not a Business Day. The last interest payment date shall fall on February 23, 2022 for Series A and February 23, 2025 for Series B (the “Maturity Date”) while the Bonds are outstanding (see “Description of the Bonds” – “Interest”). The Bonds shall be redeemed at par (or 100% of face value) on the Maturity Date or as otherwise set out in “Description of the Bonds” – “Redemption and Purchase” and “Payment in the Event of Default” sections of this Prospectus. The Bonds shall constitute the direct, unconditional, unsecured and unsubordinated Peso-denominated obligations of Robinsons Land and shall at all times rank pari passu and rateably without any preference or priority amongst themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of Robinsons Land, other than obligations preferred by law. The Bonds shall effectively be subordinated in right of payment to, among others, all of Robinsons Land’s secured debts to the extent of the value of the assets securing such debt and any of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines. The Bonds have been rated PRS Aaa by Philippine Rating Services Corporation as of January 12, 2015. The 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 rating agency concerned. The Bonds shall be offered to the public at face value through the Joint Lead Managers named below with the Philippine Depository and Trust Corporation (“PDTC”) as the Registrar of the Bonds. It is intended that upon issuance, the Bonds shall be issued in scripless form, lodged with the PDTC, and listed in the Philippine Dealing & Exchange Corporation trading system (“PDEx Trading System”). The Bonds shall be issued in denominations of P= 50,000.00 each, as a minimum, and in multiples of P= 10,000.00 thereafter. 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 Prospectus is February 6, 2015. Joint Issue Managers and Joint Lead Managers Co-Lead Underwriters Development Bank of the Philippines East West Banking Corporation Robinsons Land expects to raise gross proceeds amounting to up to P=10,000,000,000.00 from the Offer. The net proceeds are estimated to be P=9,900,132,467, after deducting fees, commissions and expenses relating to the issuance of the Bonds. Should the entire P= 2,000,000,000.00 over- subscription option be exercised, the net proceeds to the Company would amount to P= 11,833,805,585, Proceeds of the Offer shall be used by the Company to refinance existing short term debt obligations and to partially fund capital expenditure requirements for 2015 (see “Use of Proceeds”). The Joint Issue Managers and Joint Lead Managers shall receive a fee of 0.35% on the final aggregate nominal principal amount of the Bonds issued. Robinsons Land confirms that this Prospectus contains all information relating to the Company, its subsidiaries and affiliates referred to in this Prospectus and the Bonds which is, in the context of the issue and offering of the Bonds, material (including all information required by the applicable laws of the Republic of the Philippines), true, accurate and correct in every material particular. There is no material misstatement or omission of fact which would make any statement in this Prospectus misleading in any material respect. Robinsons Land confirms that it has made all reasonable inquiries in respect of the information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into this Prospectus. Robinsons Land, however, has not independently verified any such publicly available information, data or analysis, and the Company hereby accepts full and sole responsibility for the information contained in this Prospectus. The Joint Lead Managers assume no liability for any information contained in this Prospectus. Unless otherwise indicated, all information in this Prospectus is as of the date of this Prospectus. Neither the delivery of this Prospectus nor any sale made pursuant to the Offering shall, under any circumstance, create any implication that the information contained or referred to in this Prospectus is accurate as of any time subsequent to the date hereof. The Joint Lead Managers do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Prospectus. The contents of this Prospectus are not to be considered as legal, business or tax advice. Each prospective purchaser of the Bonds receiving a copy of this Prospectus acknowledges that he has not relied on the Joint Lead Managers in his investigation of the accuracy of such information or in his investment decision. Prospective purchasers should consult their own counsel, accountants or other advisors as to legal, tax, business, financial and related aspects of the purchase of the Bonds. Investing in the Bonds involves certain risks. For a discussion of certain factors to be considered in respect of an investment in the Bonds, see the section entitled “Risk Factors and Other Considerations”. No dealer, salesman or other person has been authorized by Robinsons Land and the Joint Lead Managers to give any information or to make any representation concerning the Bonds other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorized by Robinsons Land or the Joint Lead Managers. In making an investment decision, investors must rely on their own examination of the Company and the terms of the Bonds, including the risks involved. The Bonds are offered subject to receipt and acceptance of any order by the Company and subject to the Company’s right to reject any order in whole or in part. Robinsons Land is one of the Philippines’ leading real estate developers in terms of revenues, number of projects and total project size. It is engaged in the development and operation of shopping malls and hotels, and the development of mixed-use properties, office and residential buildings, as well as land and residential housing developments, including socialized housing projects located in key cities and other urban areas nationwide. RLC adopts a diversified business model, with both an “investment” component, in which the Company owns, develops, and operates real estate projects (principally shopping malls, office buildings and hotels) to be rented out, and a “development” component, in which RLC develops real estate projects for sale (principally residential condominiums, upper-middle to high-end residential developments and low and middle-cost lots and houses in its subdivision developments). RLC was incorporated on June 4, 1980 as the real estate investment arm of JG Summit Holdings Inc. (“JG Summit”), and its shares were offered to the public in an initial public offering and were subsequently listed in the Manila Stock Exchange and Makati Stock Exchange (predecessors of the Philippine Stock Exchange, Inc.) on October 16, 1989. Robinsons Land is organized under the laws of the Philippines. Its principal office is at the Level 2, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City, Metro Manila, with telephone number (632) 638-6100. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS ..................................................................................................... 2 DEFINITION OF TERMS ........................................................................................................................... 3 EXECUTIVE SUMMARY ........................................................................................................................... 7 SUMMARY OF THE OFFERING .............................................................................................................12 RISKS OF INVESTING ............................................................................................................................13 PHILIPPINE TAXATION ..........................................................................................................................23