C00147-2018

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jan 11, 2018
2. SEC Identification Number
147212
3. BIR Tax Identification No.
000-323-228
4. Exact name of issuer as specified in its charter
International Container Terminal Services, Inc
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
ICTSI Administration Building, Manila International Container Terminal (MICT) South Access Road, Port Area, Manila Postal Code 1012
8. Issuer's telephone number, including area code
+(632) 245 4101
9. Former name or former address, if changed since last report
Not Applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Stock Outstanding 2,034,195,466
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

International Container Terminal Services, Inc.ICT

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

ICTSI ANNOUNCES THE TERMS AND CONDITIONS OF NEW SENIOR PERPETUAL SECURITIES OF ITS SUBSIDIARY ROYAL CAPITAL B.V.
Background/Description of the Disclosure

Further to the disclosure made on January 5, 2018 relating to the issuance, offer and sale (the “New Securities Offer”) by Royal Capital B.V. (the “Issuer”), a subsidiary of International Container Terminal Services, Inc. (“ICTSI” or “Company”), of new senior unsecured perpetual securities guaranteed by ICTSI (the “New Securities”), the Board of Directors of the Company, in its meeting held yesterday, approved the following principal terms and conditions of the New Securities Offer and such other terms and conditions set out in the Final Offering Circular relating to the New Securities Offer dated January 10, 2018:

Issuer: Royal Capital B.V.
Guarantor: International Container Terminal Services, Inc.
Issuance: Senior Guaranteed Perpetual Capital Securities
Amount: U.S.$350.0 Million
Maturity: Perpetual, callable on 5 May 2022 and any distribution payment date after the first call date
Distribution rate: 5.875% per annum, payable semi-annually in arrears on 5 May and 5 November of each year
Use of proceeds: Financing of acquisitions and capital expenditures and for general corporate purposes
Joint Lead Managers (“JLMs”): Citigroup Global Markets Limited, Credit Suisse (Hong Kong) Limited and Standard Chartered Bank
Listing Details/Governing Law: SGX Listing, English Law
Others: Such other terms and conditions as set out in the relevant documentation.

We report to you likewise that the Company and Royal Capital B.V. signed with the JLMs a Subscription Agreement in connection with the issuance of the New Securities on the same day.

The Company and Royal Capital B.V. will further execute the Trust Deed and the Agency Agreement relevant to the New Securities Offer with the trustee and the agents, respectively.
Other Relevant Information

The New Securities have not been and will not be registered with the Philippine Securities and Exchange Commission under the Securities Regulation Code of the Philippines (the “SRC”) and its implementing rules. Each of the JLMs for the New Securities Offer has represented, warranted and agreed that it has not and will not sell or offer for sale or distribution any New Securities in the Philippines except under circumstances in which the New Securities qualify as exempt securities or the transaction qualifies as exempt transaction under the SRC and its implementing rules.
Filed on behalf by:
Name Arthur Tabuena
Designation Treasury Director and Head of Investor Relations