A. Enabling Resolution
On 22 September 2021, the Securities and Exchange Commission (“SEC”) issued the Certificate of Filing of Enabling Resolution in connection with the offer and issue of 20,000,000 cumulative, non-voting, non-participating, non-convertible and redeemable perpetual preferred shares, at an offer price of up to Php1,000.00 per share which was approved by the Board of Directors of the Company on May 11, 2021 and was filed with the SEC pursuant to Section 6 of the Revied Corporation Code of the Philippines (R.A. No. 11232).
B. Dividend Rate for the Preferred Shares
Further to its disclosure last 20 September 2021 on the pre-effective letter dated 20 September 2021 issued by the SEC, please be advised that on 22 September 2021 the Company authorized the issuance of the Offer in the Philippines of 8,000,000 Preferred Shares with an Oversubscription Option of 4,000,000 Preferred Shares consisting of and with the Initial Dividend Rate as follows:
Series A Preferred Shares: 3.2821% per annum
Series B Preferred Shares: 4.2405% per annum
Dividend Rate Step-up:
Unless the Initial Offer Shares are redeemed by the Issuer on, in respect of the Series A Preferred Shares the Series A First Optional Redemption Date and in respect of the Series B Preferred Shares the Series B First Optional Redemption Date or on the next Banking Day in case the redemption date falls on a non-Banking Day, the dividends on each series will be adjusted as follows:
(a) For the Series A Preferred Shares: to the higher of the (a) applicable Initial Dividend Rate; or (b) the simple average of the closing per annum rates of the 7-year BVAL (or if the 7-year BVAL is not available or cannot be determined, any such successor rate as determined by the Bankers Association of the Philippines (“BAP”) or the Bangko Sentral ng Pilipinas (“BSP”)), as shown on the relevant page (or such successor page) of the PDS Group (or its successor) for three consecutive days ending on (and including) the third (3rd) anniversary from the Listing Date, plus 4.00% (the “Series A Step-Up Rate”);
(b) For the Series B Preferred Shares: to the higher of the (a) applicable Initial Dividend Rate; or (b) the simple average of the closing per annum rates of the 10-year BVAL (or if the 10-year BVAL is not available or cannot be determined, any such successor rate as determined by the BAP or the BSP), as shown on the relevant page (or such successor page) of the PDS Group (or its successor) for three consecutive days ending on (and including) the fifth (5th) anniversary from the Listing Date, plus 4.00% (the “Series B Step-Up Rate”);
provided, that in the event the relevant Series A First Optional Redemption Date or Series B First Optional Redemption Date falls on a day that is not a Banking Day:
(a) the rate setting will be done on the immediately succeeding Banking Day using the average of the relevant BVAL rates for the three (3) consecutive Banking Days preceding and inclusive of the said rate setting date; and
(b) the higher of the applicable Initial Dividend Rate and the applicable Step-Up Rate will be applied commencing on the Series A First Optional Redemption Date for the Series A Preferred Shares and the Series B First Optional Redemption Date for the Series B Preferred Shares. |