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, ManilaPostal Code1012
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 ISSUANCE OF ADDITIONAL SENIOR PERPETUAL SECURITIES OF ITS SUBSIDIARY ROYAL CAPITAL B.V.
Background/Description of the Disclosure
We report to you that the Board of Directors of the Company, in its meeting held earlier today approved its guarantee of additional senior perpetual capital securities (“Additional Securities”) in the aggregate nominal amount of up to U.S.$50,000,000 which shall be consolidated and form a single series with the U.S.$350,000,000 5.875 per cent senior guaranteed perpetual capital securities initially offered on 10 January 2018 (the “Additional Securities Offer”), and which shall be issued under the same terms and conditions, to wit:
Issuer: Royal Capital B.V. Guarantor: International Container Terminal Services, Inc. Issuance: Senior Guaranteed Perpetual Capital Securities Amount: Up to U.S.$50.0 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. will sign with the JLMs a subscription agreement in connection with the issuance of the Additional Securities.
Other Relevant Information
The Additional 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 Additional Securities in the Philippines except under circumstances in which the Additional Securities qualify as exempt securities or the transaction qualifies as exempt transaction under the SRC and its implementing rules.