General Announcement::Terms and Conditions of New Senior Perpetual Capital Securities of Royal Capital B.V.

Issuer & Securities

Issuer/ Manager
ROYAL CAPITAL B.V.
Securities
ROYAL CAP US$450M5.5%PERCAPSEC - XS1277581077 - 34NB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
08-Jul-2020 08:06:48
Status
New
Announcement Sub Title
Terms and Conditions of New Senior Perpetual Capital Securities of Royal Capital B.V.
Announcement Reference
SG200708OTHRV38Z
Submitted By (Co./ Ind. Name)
Arthur R. Tabuena
Designation
Director - Treasury and Investor Relations
Description (Please provide a detailed description of the event in the box below)
Further to the disclosures made on 6 July 2020 relating to the issuance, offer and sale (the New Securities Offer ) by
Royal Capital B.V. (the Issuer ), a subsidiary of International Container Terminal Services, Inc. ( ICTSI or Company ),
of new senior perpetual capital securities guaranteed by ICTSI (the New Securities ), the Board of Directors of the
Company, in its meeting held yesterday approved the following principal terms and conditions of the New Securities Offer
and such other terms and conditions set out in the Final Offering Circular relating to the New Securities Offer dated 7 July
2020:
Issuer: Royal Capital B.V.
Guarantor: International Container Terminal Services, Inc.
Type: Senior unsecured perpetual capital securities
Amount: U.S.$300,000,000
Distribution rate: 5.00% per annum, payable semi-annually in arrears
Price: 98.979%
Use of proceeds: Refinancing and general corporate purposes including, among others, to potentially fund a tender offer
for certain existing senior guaranteed perpetual capital securities (ISIN: XS1277581077)
Joint Lead Managers (the JLMs ): Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation
Limited and Standard Chartered Bank
Listing Details/Governing Law: SGX Listing, English Law
Others: Such other terms and conditions as set out in the relevant Pricing Supplement

We report to you likewise that the Company and Royal Capital B.V. signed yesterday with the JLMs a subscription
agreement in connection with the issuance of the New Securities.

The pricing of the New Securities and the signing of the subscription agreement among the Issuer, Company and the
JLMs for the purchase of, and subscription for, the New Securities comprise a financing condition for the Issuer s
invitation to holders of its outstanding U.S.$450,000,000 5.500% Senior Guaranteed Perpetual Capital Securities (ISIN:
XS1277581077) (of which U.S.$ 264,861,000 is presently outstanding) (the Perpetual Securities ) to submit tender
offers for purchase for cash of said Perpetual Securities (the Tender Offer).

The Company and Royal Capital B.V. will further execute the Trust Deed and the Agency Agreement relevant to the New
Securities Offer with the trustee and the agents, respectively, on or before 16 July 2020.

The New 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 ) and its implementing rules. Each of the Joint Lead
Managers for the New Securities Offer has represented, warranted and agreed that it has not and will not sell or offer for
sale or distribution any New Securities in the Philippines except under circumstances in which the New Securities qualify
as exempt securities or the transaction qualifies as exempt transaction under the SRC and its implementing rules.