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Powerpdf File PHILIPPINE SAVINGS BANK (A banking corporation organized and existing under Philippine Laws) P5,084,500,000 5% Long Term Negotiable Certificates of Time Deposit Due 2024 Issue Price 100% The P5,084,500,000 5% Long-Term Negotiable Certificates of Time Deposit Due 2024 (the “Series 2 LTNCTDs”) will be issued in an aggregate principal amount of P5,084,500,000 by Philippine Savings Bank (“PSBank” or the “Issuer”). The Series 2 LTNCTDs will bear fixed interest at the rate of 5% per annum from and including August 9, 2018 up to but excluding February 9, 2024. The interest of the Series 2 LTNCTDs for the entire term will be payable quarterly in arrears on November 9, February 9, May 9 and August 9 of each year, commencing on November 9, 2018. The Series 2 LTNCTDs will mature on February 9, 2024 (the “Maturity Date”). Subject as set out below and in “Terms and Conditions of the Series 2 LTNCTDs”, the Series 2 LTNCTDs may be redeemed, in whole but not in part only, at the option of the Issuer on the Pre-Termination Date, at 100% of the face value (as defined in “Terms and Conditions of the LTNCTDs”) of the Series 2 LTNCTDs plus accrued and unpaid interest as of but excluding the Pre-Termination Date. In the event of the proper exercise of the Pre-Termination Option, the Issuer shall shoulder the taxes due, if any, on the interest income already earned by the CD Holders. The Series 2 LTNCTDs will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer. The Series 2 LTNCTDs shall, at all times, rank pari passu and ratably without any preference or priority amongst themselves, and at least pari passu with all other present and future direct, unconditional, unsecured, and unsubordinated obligations of the Bank, except for any obligation enjoying a statutory preference or priority established under Philippine laws. See “Terms and conditions of the Series 2 LTNCTDs — Status and PDIC Insurance”. See “Investment Considerations” beginning on page 10 for a discussion of certain factors to be considered in connection with an investment in the LTNCTDs. The Series 2 LTNCTDs will be issued in scripless form and in minimum denominations of P50,000.00 and increments of P50,000.00 beyond P50,000.00, or such other minimum denomination as may be prescribed or approved by the BSP. The Series 2 LTNCTDs will be represented by a Master CD which will be deposited with the Registrar. It is intended that, upon issuance, the Series 2 LTNCTDs will be immobilized and lodged with the Registrar. A Registry Confirmation will be issued by the Registrar in favor of the holders of the Series 2 LTNCTDs in accordance with the regulations of the Bangko Sentral ng Pilipinas (“BSP”). Once lodged, the Series 2 LTNCTDs will be eligible for electronic book-entry transfers in the Registry Book without the issuance of other evidences of certificates, and any sale, transfer, or conveyance of the Series 2 LTNCTDs shall be coursed through an accredited exchange. The Series 2 LTNCTDs will be listed in the trading platform of the Philippine Dealing & Exchange Corp. (“PDEx”) for secondary market trading pursuant to the BSP rules. Upon listing of the Series 2 LTNCTDs in the PDEx, investors shall course their secondary market trades through the trading participants of the PDEx for execution in the PDEx Trading Platform in accordance with the PDEx Trading Rules, Conventions and Guidelines, as these may be amended or supplemented from time to time, and shall settle such trades on a Delivery versus Payment (DvP) basis in accordance with PDEx Settlement Rules and Guidelines. Joint Lead Arrangers and Selling Agents Selling Agents Final Offering Circular August 9, 2018 The LTNCTDs will be issued pursuant to General Banking Law of 2000 (Rep. Act No. 8791), BSP Circular No. 304 (Series of 2001) on Guidelines Governing the Issuance of Long-Term Negotiable Certificates of Time Deposit With a Minimum Maturity of Five Years, BSP Circular No. 778 (Series of 2012) Amendments to the Qualification Requirements of Selling Agents and/or Market Makers of Long-Term Negotiable Certificates of Time Deposit and/or Unsecured Subordinated Debt; BSP Circular No. 810 (Series of 2013) on Amendments to the Guidelines Governing the Issuance of Long-Term Negotiable Certificate of Time Deposits, BSP Circular No. 824 (Series of 2014) on Amendment to the Regulations on Long-Term Negotiable Certificates of Time Deposits, BSP Circular No. 834 (Series of 2014) on Amendments to the Guidelines Governing the Issuance of Long-Term Negotiable Certificate of Time Deposits and Unsecured Subordinated Debt, BSP Circular No. 877 (Series of 2015) on Amendments to the Guidelines on the Issuance of Long-Term Negotiable Certificates of Time Deposits, Sections X233.9 of the Manual of Regulations for Banks (“MORB”), BSP Memorandum No. M-2014-034 (Series of 2014) on Availability of an Exchange for Long-Term Negotiable Certificates of Time Deposits, Monetary Board Resolution No. 1145 dated July 12, 2018 which authorized the Bank to issue up to P15.0 billion worth of long-term negotiable certificates of time deposit in two or more issuances (the “BSP Approval”), and other related circulars and issuances of the BSP (the "BSP Rules"). The issuance of the LTNCTDs is exempt from the registration requirement under the Securities Regulation Code pursuant to Section 9.1(e) of the said law. No offer or invitation or solicitation shall be made or received, and no agreement shall be made, on the basis of this document, to purchase or subscribe for any of the LTNCTDs. PSBank confirms that this document contains all information with respect to PSBank and its joint venture (collectively, the “Bank”) and the LTNCTDs which is material in the context of the issue and offering of the LTNCTDs, that the information contained herein is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the LTNCTDs, make this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect and that all reasonable enquiries have been made by the Bank to verify the accuracy of such information. The Bank accepts responsibility accordingly. In making an investment decision, you must rely on your own examination of the Bank and the terms of the offering of LTNCTDs, including the merits and risks involved. By receiving this Offering Circular (the “Offering Circular”), you acknowledge that (i) you have not relied on either ING Bank N.V., Manila Branch (“ING”) or Standard Chartered Bank (“SCB”) (collectively the “Joint Lead Arrangers and Selling Agents”) or any person affiliated with the Joint Lead Arrangers and Selling Agents in connection with your investigation of the accuracy of any information in this Offering Circular or your investment decision, and (ii) no person has been authorized to give any information or to make any representation concerning the Bank or the LTNCTDs other than as contained in this Offering Circular and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Bank or the Joint Lead Arrangers and Selling Agents. ING, SCB and the Philippine Depository and Trust Corp. are third-parties in relation to PSBank and each is not (i) a subsidiary or affiliate of PSBank and (ii) not related in any manner to PSBank as would undermine its independence and ability to perform its obligations in relation to the issuance of the LTNCTDs. To the fullest extent permitted by law, none of the Joint Lead Arrangers and Selling Agents accepts any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by Joint Lead Arrangers and Selling Agents or on its behalf in connection with the Bank, or the issue and offering of the LTNCTDs. Each of the Joint Lead Arrangers and Selling Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Offering Circular or any such statement. No representation or warranty, express or implied, is made by the Joint Lead Arrangers and Selling Agents as to the accuracy or completeness of the information contained in this Offering Circular. Neither the delivery of this Offering Circular nor the offer of LTNCTDs shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Bank since the date of this Offering Circular or that any information contained herein is correct as at any date subsequent to the date hereof. None of the Bank, the Joint Lead Arrangers, Selling Agents or any of its respective affiliates or representatives is making any representation to any purchaser of LTNCTDs regarding the legality of an investment by such purchaser under applicable laws. In addition, you should not construe the contents of this Offering Circular as legal, business or tax advice. You should be aware that you may be required to bear the financial risks of an investment in the LTNCTDs for an indefinite period. You should consult with your own advisers as to the legal, tax, business, financial and related aspects of a purchase of LTNCTDs. The Joint Lead Arrangers and Selling Agents and their affiliates are full service financial institutions engaged in various activities which may include securities trading, commercial and investment banking, financial advice, investment management, principal investment, hedging, financing and brokerage activities.
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