General Announcement::ICTSI ANNOUNCES THE TERMS AND CONDITIONS OF NEW SENIOR NOTES OF ITS SUBSIDIARY ICTSI TREASURY B.V.

Issuer & Securities

Issuer/ Manager
INTERNATIONAL CONTAINER TERMINAL SERVICES, INC.
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
10-Nov-2021 08:52:59
Status
New
Announcement Sub Title
ICTSI ANNOUNCES THE TERMS AND CONDITIONS OF NEW SENIOR NOTES OF ITS SUBSIDIARY ICTSI TREASURY B.V.
Announcement Reference
SG211110OTHRJLX5
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 November 8, 2021 relating to the issuance, offer and sale (the New Notes Offer ) by ICTSI Treasury B.V. (the Issuer or ITBV ), a subsidiary of International Container Terminal Services, Inc. ( ICTSI or Company ), of new senior fixed rate notes guaranteed by ICTSI (the New Notes ), the Board of Directors of the Company, in its meeting held yesterday, approved the following principal terms and conditions of the New Notes Offer and such other terms and conditions set out in the Final Offering Circular relating to the New Notes Offer dated November 9, 2021:

Issuer: ICTSI Treasury B.V.

Guarantor: International Container Terminal Services, Inc. (ICTSI)

Type: Senior unsecured guaranteed fixed rate notes

Amount: U.S.$300,000,000

Issue Price: 100%

Coupon: 3.50%

Tenor: 10 years

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 of Royal Capital B.V. guaranteed by the Company (ISIN: XS1740005811 and ISIN: XS1505134210) (collectively, the Perpetual Securities )

Joint Lead Managers (the JLMs ): Citigroup Global Markets Limited and The Hongkong and Shanghai Banking Corporation Limited

Listing Details/Governing Law: SGX Listing, English Law

Others: Such other terms and conditions as set out in the relevant documentation

We report to you likewise that the Issuer and the Company signed with the JLMs yesterday a subscription agreement in connection with the issuance of the New Notes (the Subscription Agreement ). The pricing of the New Notes and the signing of the subscription agreement among the Issuer, Company and the JLMs for the purchase of, and subscription for, the New Notes comprise a financing condition for Royal Capital B.V. s invitation to holders of the Perpetual Securities to submit tender offers for purchase for cash of said Perpetual Securities. The Issuer and the Company will further execute the Trust Deed and the Agency Agreement relevant to the New Notes Offer with the trustee and the agents, respectively, on or before the closing date stated in the Subscription Agreement.

The New Notes 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 ( SRC Rules ).

Each of the JLMS for the New Notes Offer has represented, warranted and agreed that it has not and will not sell or offer for sale or distribution any New Notes in the Philippines except under circumstances in which the New Notes qualify as exempt securities or the transaction qualifies as exempt transaction under the SRC and the SRC Rules.