C01646-2018

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)
Mar 14, 2018
2. SEC Identification Number
20573
3. BIR Tax Identification No.
000-477-863-000
4. Exact name of issuer as specified in its charter
Metropolitan Bank & Trust Company
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Metrobank Plaza, Sen Gil Puyat Ave., Urdaneta Village, Makati City Postal Code 1200
8. Issuer's telephone number, including area code
02-898-8000
9. Former name or former address, if changed since last report
n/a
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 shares 3,180,172,786
11. Indicate the item numbers reported herein
1

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.

Metropolitan Bank & Trust CompanyMBT

PSE Disclosure Form 4-14 - Stock Rights Offering References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Board Approval to conduct a Stock Rights Offering (SRO) - Issue size up to PHP60 billion
Background/Description of the Disclosure

Metrobank Stock Rights Offer

(17 January 2018, Manila). Metropolitan Bank & Trust Company (“Metrobank” or the “Bank”) received Board approval to conduct a Stock Rights Offer (“SRO”) by way of issuance of up to a maximum of 819,827,214 common shares which is equivalent to the remaining unissued shares from the Bank’s authorized capital stock. Timing and size of the transaction are subject to other details such as the offer price and are subject to receipt of regulatory approvals as well as market and other conditions.

The Bank believes that the robust growth of the Philippines will continue to support the prospects for accelerated loan expansion across the various segments of the economy. Metrobank seeks to capitalize on the growth opportunities of large cap corporates and especially in its core franchise, the middle market and small to medium enterprises (SME) segments. Rising per capita levels also bode well for the potential in the growing consumer space, specifically in credit cards, auto loans and home mortgage.

Over the last six quarters, Metrobank has consistently delivered over 20% loan growth, faster than the industry average. The Bank’s total asset base is currently the second largest amongst Philippines banks, having expanded by 16% to PhP2.0 trillion as of September 30, 2017. The capital raising exercise is expected to enable the Bank to pursue these business prospects to sustain the loan growth momentum, leveraging on the Bank's sales and distribution network that has rapidly expanded in the preceding years. To that end, the Bank intends to focus on enhancing customer experience through digitization initiatives and branch efficiencies.

In addition, as part of the Bank’s strategy to focus on higher-return segments, a portion of the SRO proceeds will be used for the acquisition of the remaining 20% equity stake in Metrobank Card Corporation (“MCC”). MCC is the industry leader in terms of cards-in-force and receivables based on the latest data from the Credit Card Association of the Philippines ("CCAP"). MCC continues to benefit from the Philippine consumer growth story, with ROE consistently above 30%. The acquisition was announced in October 2017 and will result in the Bank's 100% equity ownership in MCC. Metrobank has purchased a 20% stake from its JV-partner ANZ Funds Pty. Ltd. ("ANZ") for a consideration of PhP7.4 billion following receipt of BSP approval which was obtained on 29 December 2017. The remaining 20% is set to be completed by 3Q 2018 under the same terms.

As of September 30, 2017, the Bank had a total capital adequacy ratio ("CAR") of 16.0% and common equity tier 1 ("CET1") of 13.3%, both ratios above the BSP requirements, inclusive of the D-SIB buffer.

The Bank has mandated UBS as Joint Global Coordinator and Joint Bookrunner and First Metro Investment Corporation as Joint Global Coordinator, Joint Bookrunner and Issue Manager.

This is not an offer of securities for sale in the United States or elsewhere. The shares of the Bank are not being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. There will be no public offering of the Rights Offer Shares in the United States.

THE SECURITIES OF THE BANK MENTIONED HEREIN HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION UNDER THE PHILIPPINE SECURITIES REGULATION CODE. ANY FUTURE OFFER OR SALE OF THE SECURITIES IS SUBJECT TO THE REGISTRATION REQUIREMENT UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

# # #
Date of Approval by Board of Directors Jan 17, 2018
Entitlement Ratio 1 Rights Share for every 3.9760 Common Shares held as of Record Date
Offer Price PHP75.00
Number of Shares to be Offered 799,842,250
Ex-Rights Date Mar 16, 2018
Record Date Mar 21, 2018
Start of Offer Period Mar 22, 2018
End of Offer Period Apr 4, 2018
Use of Proceeds

Please refer to the attached PR
Other Relevant Information

The disclosure is being amended to include the entitlement ratio, offer price and number of shares to be offered.
Filed on behalf by:
Name Juan Placido III Mapa
Designation Vice President & Head of Investor Relations