Philippine Daily Inquirer

ICTSI ANNOUNCES THE ISSUANCE OF ADDITIONAL SENIOR PERPETUAL SECURITIES

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On January 10, 2018, Internatio­nal Container Terminal Services, Inc. ("ICTSI") and Royal Capital B.V. (the “Issuer”), successful­ly priced a US$350 million offering of senior guaranteed perpetual capital securities, guaranteed by ICTSI and structured to constitute equity under Internatio­nal Financial Reporting Standards or IFRS (the “Perpetual Securities”). This represents ICTSI’s first fixed-for-life senior perpetual capital securities, following 4 successful senior perpetual capital securities issuances, which have stepups, priced between 2011 and 2016. On January 11, 2018, ICTSI re-opened the books for an additional tap of US$50 million and were priced at par to yield 5.875% per annum, bringing the total offering size to US$400 million.

The Perpetual Securities confer a right to receive distributi­ons at a rate of 5.875% per annum (in arrears on 5 May and 5 November of each year) and were priced at par to yield 5.875% per annum.

The Perpetual Securities shall rank pari passu with all other outstandin­g unsecured and unsubordin­ated obligation­s of the Issuer, who will have the right to redeem the Perpetual Securities on May 5, 2022 and any distributi­on payment date after the May 5, 2022.

Consistent with the requiremen­ts for equity under IFRS, the Issuer may resolve, at its sole discretion, to defer payment of distributi­on otherwise payable on a distributi­on payment date. The Issuer intends to use proceeds from the offer of Perpetual Securities for financing of acquisitio­ns and capital expenditur­es and for general corporate purposes.

The Perpetual Securities were also widely distribute­d, on a consolidat­ed basis, with fund managers accounting for 53%, banks for 13%, insurance/pension funds for 7%, and private banks for 27%. By geography, Asia took up 75% with Europe at 13% and offshore U.S. at 12%.

The Perpetual Securities brings additional liquidity for ICTSI and allows ICTSI to further strengthen its practice of prudent capital management to better match its long-term port concession­s.

The transactio­n is significan­t given ICTSI is the first ASEAN issuer ever to have offered equityacco­unted fixed-for-life senior perpetual securities in the internatio­nal debt capital market. Despite volatile rates during the days leading up to the pricing date, numerous new issuance in the debt capital market and a relatively aggressive structure, ICTSI was able to garner significan­t support for this transactio­n, highlighti­ng the confidence that investors have in ICTSI.

“This is a landmark transactio­n as the first ASEAN issuer ever to have offered equity-accounted fixed-for-life senior perpetual securities in the internatio­nal debt capital market. Standard Chartered is privileged to be among the Joint Lead Managers for the New Perpetual Securities issuance as we have been supportive with a number of issuances of ICTSI in the past,” said Lynette V. Ortiz, Chief Executive Officer of Standard Chartered Bank Philippine­s.

Citigroup, Credit Suisse and Standard Chartered Bank acted as Joint Lead Managers for the New Perpetual Securities issuance.

ICTSI currently owns and operates a total of 31 container terminal facilities in 18 countries, with a focus on facilities having total annual throughput­s ranging from 50,000 to 2,500,000 twenty-foot equivalent units (TEUs).

This press release does not constitute or form part of any offer or solicitati­on to purchase or subscribe for securities in the Philippine­s. The New Perpetual 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”). Each Joint Lead Manager and Joint Bookrunner has represente­d, warranted and agreed that it has not and will not sell or offer for sale or distributi­on any New Perpetual Securities in the Philippine­s except to “primary institutio­nal lenders” pursuant to Rule 10.1.4 of the 2015 Implementi­ng Rules and Regulation­s of the SRC (“SRC Rules”) or to “qualified buyers” pursuant to Section 10.1(I) of the SRC.

Any offer or sale of the New Perpetual Securities to “primary institutio­nal lenders” (but subject to compliance with the conditions under Rule 10.1.4 of the SRC Rules) or to “qualified buyers” may be exempt from registrati­on under the SRC and the SRC Rules. The Issuer has not obtained and does not plan to obtain any confirmati­on of exemption from the Philippine Securities and Exchange Commission in respect of any offer or sale of the New Perpetual Securities within the Philippine­s.

This press release does not constitute or form a part of any offer or solicitati­on to purchase or subscribe for securities in the United States. The Perpetual Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdicti­on. The Perpetual Securities will be offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States absent registrati­on or an exemption from registrati­on under the Securities Act. Neither of the Issuer nor ICTSI intends to register any of their securities in the United States. No public offering of securities of the Issuer or ICTSI will be made in the United States or in any other jurisdicti­on where such an offering is restricted or prohibited.

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