CPGI Bond Final Prospectus

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CPGI Bond Final Prospectus Century Properties Group, Inc. (incorporated with limited liability in the Republic of the Philippines) P2,000,000,000 with an Oversubscription Option of up to P1,000,000,000 Fixed Rate Three Year Bonds due 2 September 2017 at 6.0000% p.a Five Year Bonds due 2 March 2020 at 6.6878% p.a Seven Year Bonds due 2 September 2021 at 6.9758% p.a Issue Price: 100% of Face Value Issue Manager BDO Capital & Investment Corporation Joint Lead Underwriters and Bookrunners BDO Capital & Investment Corporation The Hongkong and Shanghai Banking Corporation Limited Financial Adviser to the Company The date of this Prospectus is August 15, 2014 CENTURY PROPERTIES GROUP INC. 21/F Pacific Star Building, Sen. Gil Puyat Avenue corner Makati Avenue Makati City, Philippines P2,000,000,000 with an Oversubscription Option of up to P1,000,000,000 Fixed Rate Three Year Bonds Due 2 September 2017 at 6.0000% p.a. Five Year Bonds Due 2 March 2020 at 6.6878% p.a. Seven Year Bonds Due 2 September 2021 at 6.9758% p.a. Offer Price: 100% of Face Value Century Properties Group Inc. (the “Issuer” or the “Company” or “CPGI”) is offering Unsecured Fixed Rate Peso Retail Bonds (the “Bonds”) with an aggregate principal amount of P2,000,000,000.00, with an Oversubscription Option of P1,000,000,000.00. The Bonds are comprised of 6.0000% p.a three year bonds ("Three Year Bonds"), 6.6878% p.a five year bonds ("Five Year Bonds"), and 6.9758% p.a seven year bonds ("Seven Year Bonds").The Bonds will be issued by the Company pursuant to the terms and conditions of the Bonds on 2 September 2014 (the "Issue Date"). Interest on the Three Year, Five Year and Seven Year Bonds will be payable quarterly in arrears; commencing 2 December 2014 for the first Interest Payment Date and on 2 March, 2 June, 2 September, and 2 December, of each year for each Interest Payment date at which the Three Year, Five Year and Seven Year Bonds are outstanding, or the subsequent Business Day without adjustment if such Interest Payment Date is not a Business Day. The Bonds shall be repaid at maturity at par (or 100% of face value), plus any outstanding interest, on the respective maturity date or on 2 September 2017 for the Three Year Bonds, on 2 March 2020 for the Five Year Bonds and on 2 September 2021 for the Seven Year Bonds unless the Company exercises its early redemption option according to the conditions therefore (see “Description of the Bonds” – “Redemption and Purchase” on page 65). 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. 1 This Prospectus relates to the offer of P2,000,000,000 with an Oversubscription Option of up to P1,000,000,000 of Fixed Rate Bonds of CPGI due 2 September 2017 for the Three Year Bonds, on 2 March 2020 for the Five Year Bonds and on 2 September 2021 for the Seven Year Bonds, from the Issue Date at an issue price of 100% of face value (the “Issue Price”). The Bonds have been rated AA+ by Credit Rating Investors Services Philippines Inc. (“CRISP”) as of June 6, 2014. The AA+ rating represents CRISP‟s credit rating opinion on the borrower‟s very strong capacity to repay debt with a low probability of default and a high recovery rate in a worst-case scenario. CRISP assigns a positive outlook to signify its confidence that CPGI‟s focused growth strategy will result in stronger financial outcomes, increased market share and a more diversified market presence. This outlook is premised on stable interest rate, robust overseas remittance trends and calm overall political environment. The rating is not a recommendation to buy, sell, or hold securities, and may be subject to an annual review, which may result in the revision, suspension, or withdrawal of the rating by the concerned rating agency. CPGI expects to raise gross proceeds amounting to up to P2,000,000,000 and the net proceeds are estimated to be approximately P1,937,602,554 after deducting fees, commissions and expenses relating to the issuance of the Bonds. If the Oversubscription Option of P1,000,000,000 is exercised, then net proceeds will be P2,922,064,920 after deducting fees, commissions and expenses relating to the issuance of the Bonds. Proceeds of the Offer shall be used to partially finance the Company‟s capital expenditures for the residential and commercial projects it plans to complete between 2017 to 2019 (see “Use of Proceeds” on page 53). The Underwriters shall receive a fee of 1.0% on the final aggregate nominal principal amount of the Bond issued. The Bonds shall be offered to the public at face value through the Underwriters named herein. The Bonds shall be issued in scripless form, with the PDTC maintaining the Electronic Registry of Bondholders, as the Registrar of the Bonds. Subsequent to Issue Date, the Bonds shall be listed in PDEx to facilitate secondary trading. The Bonds shall be issued in denominations of P50,000 each, as a minimum and in multiples of P10,000 thereafter, and traded in denominations of P10,000 in the secondary market. On June 20, 2014, CPGI filed a Registration Statement with the Securities and Exchange Commission (the “SEC”), in connection with the offer and sale to the public of debt securities with an aggregate principal amount of P2,000,000,000, with an Oversubscription Option of P1,000,000,000 constituting the Bonds. There can be no assurance in respect of: (i) whether CPGI would issue such debt securities at all; (ii) the size or timing of any individual issuance or the total issuance of such debt securities; or (iii) the specific terms and conditions of any such issuance. Any decision by CPGI to offer such debt securities will depend on a number of factors at the relevant time, many of which are not within CPGI‟s control, including but not limited to: prevailing interest rates, the financing requirement of CPGI‟s business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general. Since this is a debt instrument, Bondholders shall not be entitled to any dividends from the Issuer. CPGI‟s dividend policy is discussed further in the section “Market Price of and Dividends on Common Equity and Related Stockholder Matters” on page 130. CPGI confirms that this Prospectus contains all material information relating to the Company, its Subsidiaries and affiliates, which are, in the context of the issue and offering of the Bonds, material (including all information required by applicable laws of the Republic of the Philippines), and are true, accurate, and correct in every respect. To the best of its knowledge and belief, there is no material misstatement or omission of fact, which would 2 make any statement in this Prospectus misleading in any material respect. CPGI confirms that it has made all reasonable inquiries in respect of the information, data and analysis provided to it by its advisors and consultants for inclusion into this Prospectus. CPGI, however, has not independently verified any publicly available information, data, or analyses. 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. BDO Capital, HSBC and Primeiro Partners assumes no liability for any information contained in this Prospectus and do not make any representation or warranty, express or implied, as to the accuracy or completeness of the 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 offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, create any implication that the information contained or referred to in this Prospectus is accurate as of any time subsequent to the date hereof. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Bookrunners and Joint Lead Underwriters, the Trustee or the Agents, or any of their respective affiliates, directors or advisors to subscribe for or purchase the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorized or is unlawful. The Joint Bookrunners and Joint Lead Underwriters, the Trustee or the Agents or any of the Issuer‟s advisors do not make any representation, 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 definitive legal, business or tax advice. Each Prospective Bondholder receiving a copy of this Prospectus acknowledges that he has not relied on the Joint Bookrunners and Joint Lead Underwriters, the Trustee or the Agents or any of the Issuer‟s advisors in his investigation of the accuracy of any information found in this Prospectus 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, among others.
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