Fourth Tranche Bonds
Total Page:16
File Type:pdf, Size:1020Kb
Aboitiz Power Corporation P30,000,000,000.00 Debt Securities Program Fourth Tranche: Up to ₱6,000,000,000.00 with an Oversubscription Option of up to ₱3,550,000,000.00 Series E: 3.125% p.a. Fixed Rate Bonds Due 2022 Series F: 3.935% p.a. Fixed Rate Bonds Due 2025 Offer Price: 100% of Face Value Intended to be listed and traded on the Philippine Dealing & Exchange Corp. Joint Issue Managers and Joint Lead Underwriters for the Fourth Tranche: Selling Agents BPI Capital Corporation SB Capital Investment Corporation UnionBank of the Philippines The date of this Final Prospectus is 17 June 2020 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. (A corporation duly organized and existing under Philippine laws) ABOITIZ POWER CORPORATION 32nd STREET, BONIFACIO GLOBAL CITY 1634 TAGUIG CITY, METRO MANILA, PHILIPPINES TELEPHONE NUMBER: (632) 8886-2800 This Final Prospectus (the “Prospectus”) relates to the takedown of the fourth tranche of the Philippine Peso-denominated fixed-rate bonds (the “Fourth Tranche Bonds”) and the public offer for sale, distribution, and issuance by Aboitiz Power Corporation (“AboitizPower”, the “Issuer”, or the “Company”) of the Fourth Tranche Bonds (the “Offer”) under the Company’s P30,000,000,000.00 Debt Securities Program (the “Debt Securities Program”). The Debt Securities Program was authorized by a resolution of the Board of Directors of the Company dated 23 March 2017. A registration statement was filed by the Company covering bonds with an aggregate principal amount of P30,000,000,000.00 applied for shelf registration (the “Bonds”) and was rendered effective by the Securities and Exchange Commission (“SEC”) by its order dated 19 June 2017 (the “Shelf Registration”). The Shelf Registration’s expiry was extended by the SEC to 30 September 2020 in a letter dated 28 May 2020 granting the Issuer’s request for exemptive relief. A permit to offer the first tranche of the Bonds with an aggregate principal amount of P3,000,000,000.00 (the “Series A Bonds”) was issued on 19 June 2017 by the SEC (the “Initial Offer”). The Series A Bonds issued on 03 July 2017 and the Initial Offer were covered by a Prospectus and Offer Supplement dated 16 June 2017. The Series A Bonds have an interest rate of 5.3367%, maturing in 2027. A permit to sell the second tranche of the Bonds with an aggregate principal amount of P10,200,000,000.00 (the “Series B and C Bonds”) was issued on 11 October 2018 by the SEC. The Series B Bonds has an interest rate of 7.5095% per annum, maturing in 2024, while Series C Bonds has an interest rate of 8.5091% per annum, maturing in 2028. The Series B and Series C Bonds issued on 25 October 2018 were covered by a Prospectus dated 28 August 2018. A permit to sell the third tranche of the Bonds with an aggregate principal amount of P7,000,000,000.00 and an oversubscription option of up to P5,000,000,000.00, of which P250,000,000.00 (the “Series D Bonds”) was exercised, was issued by the SEC. The Series “D” Bonds, maturing in 2026, was issued on 14 October 2019 with an interest rate of 5.2757% per annum. The Offer will consist of the primary offer of an aggregate principal amount of up to P6,000,000,000.00 with an oversubscription option of up to P3,550,000,000.00 (the “Oversubscription Option”). In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period (as defined below), the Fourth Tranche Bonds under Oversubscription Option that will not be taken up or exercised during the Offer Period will remain under shelf registration and may be issued in tranches within three years from the date of the effectivity of the registration statement, subject to any extension as may be granted by the SEC (the “Shelf Period”). The Fourth Tranche Bonds will be issued on 06 July 2020 (the “Issue Date”) and will be comprised of up to two (2) series, at the discretion of AboitizPower. Series E Bonds shall have a term ending two (2) years from the Issue Date, or on 06 July 2022, with a fixed interest rate of 3.125% per annum (the “Series E Bonds”). Series F Bonds, if any, shall have a term ending five (5) years from the Issue Date, or on 06 July 2025, with a fixed interest rate of 3.935% per annum (the “Series F Bonds”). Series F Bonds shall have optional redemption dates on the third (3rd) year from the Issue Date and on the fourth (4th) year from the Issue Date and if such date is not a Banking Day, on the immediate succeeding Banking Day.1 Interest on the Fourth Tranche Bonds shall be payable quarterly in arrears on 06 January, 06 April, 06 July, and 06 October of each year while the relevant series of the Fourth Tranche Bonds are outstanding, or the 1 At the discretion of the Issuer, the Series E Bonds and/or Series F Bonds may each have a term ending two (2) and/or five (5) from the Issue Date. 2 subsequent Banking Day without adjustment if such Interest Payment Date is not a Banking Day. The last Interest Payment Date shall fall on the relevant Maturity Date while the relevant series of the Fourth Tranche Bonds are outstanding (see “Description of the Offer” – “Interest” on page 51 of this Prospectus). The Fourth Tranche Bonds shall be redeemed at par (or 100% of the face value) on the Maturity Date, unless the Company exercises its early redemption option (see “Description of the Offer” – “Redemption and Purchase” on page 52 of this Prospectus). Upon issuance, the Fourth Tranche Bonds shall constitute direct, unconditional, unsecured and unsubordinated Philippine Peso denominated obligations of the Issuer and shall rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, other than (i) obligations preferred by the law, (ii) any obligation incurred by the Issuer pursuant to Section 5.2 (a) of the Trust Agreement or as may be allowed by the Trust Agreement, and (iii) other Indebtedness (as defined herein) or obligations disclosed by the Issuer to the Trustee as of Issue Date. The Fourth Tranche Bonds shall effectively be subordinated in right of payment to, among others, all of AboitizPower’s secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines, unless the Issuer procures a waiver of the preference created by such notarization or equally and ratably extend such preference to the Fourth Tranche Bonds. (see “Description of the Offer” – “Ranking” on page 51 of this Prospectus). The Fourth Tranche Bonds have been rated PRS Aaa, with a Stable outlook by PhilRatings on 08 April 2020. Obligations rated PRS Aaa are of the highest quality with minimal credit risk. The obligor’s capacity to meet its financial commitment on the obligation is is extremely strong. PRS Aaa is the highest rating assigned by PhilRatings. A 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 assigning rating organization. The Fourth Tranche Bonds are offered to the public at face value through the Joint Issue Managers and Joint Lead Underwriters named in this Prospectus with the Philippine Depository & Trust Corp. (PDTC) as the Registrar of the Fourth Tranche Bonds. The Fourth Tranche Bonds shall be issued in scripless form in minimum denominations of P50,000.00 each, and in integral multiples of P10,000.00 thereafter. The Fourth Tranche Bonds shall be traded in denominations of P10,000.00 in the secondary market. AboitizPower intends to cause the listing of the Fourth Tranche Bonds on a securities exchange licensed with the SEC and has initiated discussions with the Philippine Dealing & Exchange Corporation (PDEx) for this purpose. However, there can be no assurance that such a listing will actually be achieved either before or after the Issue Date or whether such a listing will materially affect the liquidity of the Fourth Tranche Bonds on the secondary market. Such listing would be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. AboitizPower expects to raise gross proceeds of up to P6,000,000,000.00 from the primary offer, and up to P9,550,000,000.00 if the Oversubscription Option is fully exercised. The net proceeds from the Offer is estimated to be P5,923,969,437.50 from the primary offer of P6,000,000,000.00 or P9,434,511,187.50 for an issue size of P9,550,000,000.00, after fees, commissions, and expenses. Proceeds of the Offer shall be used for AboitizPower’s equity contributions to GNPower Dinginin Ltd. Co. in relation to the construction of its 2x668 MW supercritical coal-fired power plant located in Mariveles, Bataan; and for general corporate purposes, which are discussed further in the section entitled “Use of Proceeds” on page 39 of this Prospectus.