east west banking .preliminary offering circular july 8, 2008 east west banking corporation (a...
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PRELIMINARY OFFERING CIRCULAR July 8, 2008
East West Banking Corporation (A banking corporation organized and existing under Philippine Laws)
Up to P1,250,000,000 Unsecured Subordinated Notes Due 2019 Callable with Step-up in 2014 Issued under Circular No. 280, as amended, of the Bangko Sentral ng Pilipinas
East West Banking Corporation (EastWest or the Bank) is offering Lower Tier II Unsecured Subordinated Notes due 2019. The Notes are issued pursuant to the authority granted by the Bangko Sentral ng Pilipinas (BSP) to the Bank on December 13, 2007 (the Authority), BSP Circular No. 280, as these may be amended from time to time, and the terms of the Trust Agreement and the Registry and Paying Agency Agreement entered into between the Issuer and the Development Bank of the Philippines (DBP) as Public Trustee, and the Philippine Depository and Trust Corporation (PDTC) as Registry and Paying Agent, respectively, both dated on or about [EXECUTION DATE OF REGISTRY AND PAYING AGENCY AGREEMENT] 2008 and shall at all times be subject to and governed by the Terms and Conditions.
The Notes will bear interest at the rate of [INTEREST RATE]% per annum from and including [ISSUE DATE] 2008 to but excluding [OPTIONAL REDEMPTION DATE] 2014 and interest will be payable semi-annually in arrear on [INTEREST PAYMENT DATE] and [INTEREST PAYMENT DATE] of each year, commencing [FIRST INTEREST PAYMENT DATE] 2008. Unless the Notes are previously redeemed, interest from and including [OPTIONAL REDEMPTION DATE] 2014 to but excluding [MATURITY DATE] 2019 will be reset at the Step-Up Interest Rate, and such interest will be payable semi-annually in arrear on [INTEREST PAYMENT DATE] and [INTEREST PAYMENT DATE] of each year, commencing [FIRST INTEREST PAYMENT DATE AFTER OPTIONAL REDEMPTION DATE] 2014. Unless the Notes are previously redeemed, the Notes are repayable to the Noteholders (as defined in the Terms and Conditions) at 100% of their face value or at par on the Maturity Date or [MATURITY DATE] 2019 or such earlier date as the Notes may become payable in accordance with the Terms and Conditions. The Notes cannot be terminated by any holder (the Noteholder) before the Maturity Date (subject only to Condition 36(h) of the Terms and Conditions). Transfers or assignments from one holder to another do not constitute pre-termination.
Applications for the Notes may be made only through the Selling Agents by duly executing an Application to Purchase (ATP) and submitting all documentary requirements. Copies of this Preliminary Offering Circular will be made available through the Selling Agents. Definitive notes, or certificates representing the Notes, will not be issued to any Noteholder. The Notes will be offered in minimum denominations of P500,000.00 and in multiples of P100,000 thereafter and will be registered and lodged with the Registry and Paying Agent in the name of the Noteholders. The Notes will be represented by a Master Note deposited with the Registry. The Electronic Registry Book (the Registry Book) shall serve as the best evidence of ownership with respect to the Notes. However, a written advice will be issued by the Registry to the Noteholders to confirm the registration of the Notes in their name in the Registry Book, including the amount and summary terms and conditions of such Notes in accordance with the regulations of the BSP (Registry Confirmations). Once registered and lodged, the Notes will be eligible for transfer or assignment through the Market Maker by electronic book-entry transfers in the Registry Book, cancellation of the Registry Confirmations of transferor Noteholders and issuance of Registry Confirmations in favor of transferee Noteholders. The Market Maker, subject to certain limitations, has agreed to quote prices at which it will buy or sell the Notes. Each prospective Noteholder is therefore advised to read the section on Procedure Transactions in the Secondary Market in this Preliminary Offering Circular for a description of the circumstances in which Noteholders may sell the Notes, or if applicable, purchase the Notes after Issue Date. These arrangements do not assure an active trading market for the Notes. See Terms and Conditions of the Notes.
The Bank has a rating of PRS A minus (corp.), from PhilRatings. This rating indication relates to the timely payment of interest on the Notes and the full payment of principal of the Notes on or before [MATURITY DATE]. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. The Notes are securities exempt from registration with the Philippine Securities and Exchange Commission (SEC). Investing in the Notes involves certain risks. Prospective Noteholders should carefully study the matters set out in this Preliminary Offering Circular and in particular, the section Investment Considerations for a discussion of certain factors to be considered in connection with an investment in the Notes.
LEAD MANAGER, BOOKRUNNER AND SELLING AGENT
OTHER SELLING AGENTS
MULTINATIONAL INVESTMENT BANCORPORATION
PRELIMINARY OFFERING CIRCULAR July 8, 2008
The date of this Preliminary Offering Circular is July 8, 2008.
The BSP has, on December 13, 2007, approved the issuance and sale of the Notes in one or more tranches.
The Bank confirms that this document contains all information with respect to the Bank and the Notes which is material in the context of the issue and offering of the Notes, that the information contained herein is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and have been reached after considering all relevant circumstances and are based on reasonable assumptions, that there are no other facts, the omission of which would, in the context of the issue and offering of the Notes, make this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect and that all reasonable enquiries have been made by the Bank to verify the accuracy of such information. The Bank accepts responsibility accordingly.
In making an investment decision, you must rely on your own examination of the Bank and the terms of the offering of Notes, including the merits and risks involved. By receiving this Preliminary Offering Circular, you acknowledge that (i) you have not relied on The Hongkong and Shanghai Banking Corporation Limited (HSBC) (the "Lead Manager") or any person affiliated with the Lead Manager in connection with your investigation of the accuracy of any information in this Preliminary Offering Circular or your investment decision, and (ii) no person has been authorised to give any information or to make any representation concerning the Bank or the Notes other than as contained in this Preliminary Offering Circular and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Bank or the Lead Manager.
No representation or warranty, express or implied, is made by the Lead Manager as to the accuracy or completeness of the information contained in this Preliminary Offering Circular. Neither the delivery of this Preliminary Offering Circular nor the offer of Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Bank since the date of this Preliminary Offering Circular or that any information contained herein is correct as at any date subsequent to the date hereof.
None of the Bank, the Lead Manager, Selling Agents or any of their respective affiliates or representatives is making any representation to any purchaser of Notes regarding the legality of an investment by such purchaser under applicable laws. In addition, you should not construe the contents of this Preliminary Offering Circular as legal, business or tax advice. You should be aware that you may be required to bear the financial risks of an investment in the Notes for an indefinite period. You should consult with your own advisers as to the legal, tax, business, financial and related aspects of a purchase of Notes.
This Preliminary Offering Circular does not constitute an offer to sell, or an invitation by or on behalf of the Bank or the Lead Manager or any of their respective affiliates or representatives to purchase any of the Notes, and may not be used for the purpose of an offer to, or a solicitation by, anyone, in each case, in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. Recipients of this Preliminary Offering Circular are required to inform themselves about and observe any applicable restrictions.
The Notes are being offered in the Philippines as securities exempt from the registration requirements of the Securities Regulation Code (Republic Act 8799). The Notes have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") and will not be subject to US tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to US persons. Each purchaser of Notes must comply with all applicable laws and regulations in force in each jurisdiction in which it purchases, offers or sells such Notes or possesses or distributes this Preliminary Offering Circular and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of such Notes under the laws and regulations in force in any jurisdictions to which it is subject or in which it makes such purchases, offers or sales and neither the Ba