The Republic Of The Philippines Announces Preliminary Results Of Its Invitation For Offers And Satisfaction Of Financing Condition

From the Wires

By: PR Newswire

Nov. 16, 2012 11:56 AM

MANILA, Philippines, Nov. 16, 2012 /PRNewswire/ -- The Republic of the Philippines (the "Republic") is announcing the preliminary results of its invitation (the "Invitation") to holders of certain series of its outstanding bonds (the "Bonds") to submit offers (the "Offers") to sell the Bonds to the Republic for cash in a fixed-spread tender offer. The Invitation was conducted pursuant to the terms and conditions described in the Invitation for Offers dated November 8, 2012 (the "Invitation for Offers"). The Invitation expired at 5:00 p.m., New York City time, on November 15, 2012. The table below specifies, for each series of Bonds, the approximate principal amount of that series that is expected to be purchased and, where applicable, the expected proration factor:

Series of Bonds	ISIN	Acceptance Priority Level	Approximate Principal Amount Expected to be Purchased	Expected Proration Factor

8.250% Bonds due 1/15/2014..........................................	US718286AU14	1	$266,175,000	100%
8.875% Bonds due 3/17/2015..........................................	US718286AW79	1	$170,654,000	100%
8.000% Bonds due 1/15/2016..........................................	US718286BA41	1	$248,723,000	100%
6.250% Bonds due 3/15/2016..........................................	XS0240387349	1	€116,231,000	100%

8.750% Bonds due 10/7/2016..........................................	US718286AC16 / USY6972CAJ63	2	$0	*
9.375% Bonds due 1/18/2017..........................................	US718286AQ02	2	$0	*
9.875% Bonds due 1/15/2019..........................................	US718286AK32	2	$0	*
8.375% Bonds due 6/17/2019..........................................	US718286BE62	2	$0	*
6.500% Bonds due 1/20/2020..........................................	US718286BF38	2	$190,080,000	50.0%
7.500% Bonds due 9/25/2024..........................................	US718286BC07	2	$143,603,000	100%

9.500% Bonds due 10/21/2024........................................	US718286AL15	3	$0	*
10.625% Bonds due 3/16/2025........................................	US718286AP29	3	$0	*
9.500% Bonds due 2/2/2030............................................	US718286AY36	3	$0	*
7.750% Bonds due 1/14/2031..........................................	US718286BB24	3	$0	*
6.375% Bonds due 1/15/2032..........................................	US718286BD89	3	$0	*

_____________
* Not applicable

After review of all Offers submitted pursuant to the Invitation, the Republic has determined that the Maximum Cash Consideration of $1.5 billion is not adequate to purchase all of the Bonds offered in Acceptance Priority Levels 2 or 3. Accordingly, the Republic (i) currently expects that, of the series of Bonds with either of those Acceptance Priority Levels, it will accept for purchase only the amounts shown in the "Approximate Principal Amount Expected to be Purchased" column in the table above and (ii) in calculating those amounts, expects to apply the proration factors indicated in the "Expected Proration Factor" column in the table above. Bonds not accepted for purchase by the Republic will be returned to the originating clearing system accounts as soon as practicable, in accordance with the normal procedures of the relevant clearing systems.

The Republic is also announcing that the Financing Condition (as defined in the Invitation for Offers) has been satisfied.

The date on which the Republic pays for the Bonds purchased pursuant to the Invitation is expected to be November 27, 2012, or as soon as practicable thereafter. The settlement of the purchase of Bonds in the Invitation is conditioned upon (1) the continued availability of certain investible funds from the Bureau of the Treasury of the Republic and (2) the receipt by the Republic of the proceeds of its recent offering of PHP30,800,000,000 of 3.90% PHP Global Bonds due 2022, which is scheduled to occur on November 26, 2012. In addition, notwithstanding any other provisions of the Invitation, the Invitation is conditioned on the absence of legal actions or proceedings affecting the legality or the timing of or imposing restrictions on the consummation of the Invitation and certain other conditions described in the Invitation for Offers.

This announcement is not an offer or a solicitation of offers. The Invitation was made solely by means of the Invitation for Offers. The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

The Tender and Information Agent for the Invitation is:

Bondholder Communications Group, LLC
Attention: Ruth Perez
E-mail: rperez@bondcom.com
Website: www.bondcom.com/rop

In New York:

30 Broad Street, 46th Floor

New York, New York 10004

United States of America

Telephone: +1 646 470 2802

In London:

28 Throgmorton Street, 1st Floor

London EC2N 2AN

United Kingdom

Telephone: +44 20 7382 4580

Fax: +44 20 7067 9239

The Dealer Managers for the Invitation are:

Citigroup Global Markets Inc.

Attention: Liability Management Group

390 Greenwich Street, 1st Floor

New York, New York 10013

United States of America

Toll-free: +1 800 558 3745

Collect: +1 212 723 6108

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

United States of America

Call Collect (212) 538-2147

Call Toll Free (800) 820-1653

Attn: Liability Management Group

Deutsche Bank Securities Inc.

Attention: Debt Capital Markets
Syndicate Desk

60 Wall Street

New York, New York 10005

United States of America

Telephone:

NY: +1 212 250 7527

London: +44 207 545 8011

Singapore: +65 6423 5342

Goldman Sachs (Asia) L.L.C.

Attention: Credit Capital Markets

68/F, Cheung Kong Center

2 Queen's Road Central

Hong Kong

Tel: +852 2978 6659

Fax: +852 2978 0440

c/o:

Liability Management Group

200 West Street

New York, New York 10282

United States of America

Toll-free: +1 800 828 3182

Collect: +1 212 902 5183

The Hongkong and Shanghai Banking Corporation Limited

Level 17, HSBC Main Building

1 Queen's Road Central

Hong Kong

Telephone: +852 2822 4100 (Hong Kong)

Telephone: +44 20 7991 5874 (London)

Telephone: +1 212 525 0866 (U.S.)

Fax: +852 3409 1482

E-mail: liability.management@hsbcib.com

J.P. Morgan Securities LLC

Attention: Debt Syndicate Desk

383 Madison Avenue, 3rd Floor

New York, New York 10179

United States of America

Telephone: +1 212 834 4533

c /o:

Asia Debt Syndicate Desk

26/F, Chater House

8 Connaught Road, Central

Hong Kong

Telephone: +852 2800 8007

Fax: +852 2167 8637

Morgan Stanley & Co. LLC

1585 Broadway | Floor 04

New York, New York 10036

United States of America

Attn: Liability Management Group

U.S. Toll Free: +1 800 624 1808

Collect: +1 212 761 1057

Standard Chartered Bank

Attention: Capital Markets

Marina Bay Financial Centre, Tower 1

8 Marina Boulevard, Level 20

Singapore 018981

Telephone: +65 6324 1740 (Singapore)

Telephone: +44 207 885 5739 (London)

Fax: +65 6535 1931

E-mail: Primary.Debt@sc.com

UBS AG, Hong Kong Branch

Attention: Liability Management Group

52/F, Two International Finance Center

8 Finance Street

Hong Kong

Telephone: +852 2971 7238 (Hong Kong)

Telephone: +1 203 719 4210 (U.S.)

Telephone: +44 20 7567 0525 (London)

E-mail: OL-Liability-Management@ubs.com

SOURCE The Republic of the Philippines

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