(BTr Release) Sukuk Bonds Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT THAT ARE ALSO “QUALIFIED PURCHASERS” (“QPs”), AS DEFINED IN SECTION 2(a)(51) OF THE U.S INVESTMENT COMPANY ACT OF 1940 (THE “INVESTMENT COMPANY ACT”), OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

The Republic of the Philippines (the “Republic”), rated Baa2 (Stable) by Moody’s, BBB+ (Stable) by S&P, and BBB (Stable) by Fitch, has mandated Citigroup, Deutsche Bank, Dubai Islamic Bank, HSBC, MUFG, and Standard Chartered Bank as Joint Bookrunners and Joint Lead Managers to arrange a series of fixed income investor calls in Asia, Europe, Middle East and the United States commencing on 27 November 2023.

A benchmark-sized USD-denominated 144A and 3(c)(7)/Regulation S Sukuk offering (the “Certificates”) in 5.5-year tenor may follow, subject to market conditions. This will potentially be the Republic’s maiden sukuk issue after conducting a Philippine Economic Briefing (“PEB”) in Dubai last September, with a target of diversifying the investor base towards Middle Eastern and Islamic countries.

The Certificates will be issued by ROP Sukuk Trust (“ROP Sukuk Trust”, and in its capacity as issuer, the “Issuer” and as trustee, the “Trustee”), a special purpose trust formed under Philippine law and administered by the Land Bank of the Philippines – Trust Banking Group (“LBP-TBG”). The Certificates are expected to be rated Baa2 by Moody’s, BBB+ by S&P, and BBB by Fitch.

The Certificates have not been and are not intended to be registered under the Philippine Securities Regulation Code or its implementing regulations (together, “SRC”) before the Certificates can be sold or offered for sale or distribution in the Philippines. The Certificates constitute exempt securities within the meaning of the SRC. The Certificates may, however, be sold or offered for sale in the