General Announcement::Signed decision issuance of PCC clearing BPI-RBC proposed merger

Issuer & Securities

Issuer/ Manager
BANK OF THE PHILIPPINE ISLANDS
Securities
BANKOFPHILIS US$600M4.25%N2309 - XS1841618421 - FNDB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
15-Sep-2023 14:25:38
Status
New
Announcement Sub Title
Signed decision issuance of PCC clearing BPI-RBC proposed merger
Announcement Reference
SG230915OTHRLLBD
Submitted By (Co./ Ind. Name)
Maria Ramona O. Ang
Designation
Investor Relations Officer
Description (Please provide a detailed description of the event in the box below)
Issuance of the signed decision of the Philippine Competition Commission clearing the proposed merger
On 13 September 2023, the Philippine Competition Commission released to BPI the signed decision clearing the proposed merger between BPI and RBC.

Pursuant to the comments of the BSP, the word substantially was deleted under the Special Provisions section of the Plan of Merger and replaced with approved by at least a majority of . The word substantially was likewise deleted under Article I of the Articles of Merger. The principal business address of BPI and the date of execution of the Plan of Merger and Articles of Merger were likewise updated.

At the Special Stockholders Meeting held on 17 January 2023, stockholders representing at least two-thirds of the outstanding shares of BPI approved the merger between BPI and RBC, with BPI as the surviving bank.

The Board of Directors of BPI in its meeting on 14 December 2022 approved the issuance to the shareholders of RBC such number of BPI common shares as would result to the RBC shareholders collectively holding approximately 6% of the resulting outstanding common stock of BPI as of the closing date but in no case shall BPI issue more than 318,912,309 common shares pursuant to the merger.

The Board of Directors of BPI in its meeting on 30 September 2022 approved the proposed merger between RBC and BPI, with BPI as the surviving bank, subject to shareholders and regulatory approvals. JG Summit Capital Services Corp. (JGCAP) and Robinsons Retail Holdings, Inc. (RRHI) currently own approximately 99.9984% of the outstanding capital stock of RBC. In relation thereto, the Board approved:

a. The execution of an Agreement for the Merger of Bank of the Philippine Islands and Robinsons Bank Corporation, among BPI, RBC and JG Summit Capital Services Corp. and Robinsons Retail Holdings, Inc. as the RBC Shareholders (the Agreement );
b. The execution of the Plan of Merger and Articles of Merger by and between BPI and RBC, with BPI as the surviving bank;
c. Designation of certain authorized signatories and representatives to give effect to the aforementioned resolutions; and d. Calling for a special stockholders meeting.

On the same day and after the Board approval, BPI executed the Agreement.
This disclosure amends the previous disclosures made on
September 7, 2023 https://links.sgx.com/1.0.0/corporate-announcements/YX8SOKAE4C8EH36I/ec05649ca897bbba58b107f131e1e9c0c8e122b3550ee039c26954c447e12044
January 29, 2023 https://links.sgx.com/1.0.0/corporate-announcements/3LEK1IIEYLR1B18K/6ab666ba9f05a03603f73e7f03a04be48d99601ec0b5a2023c5da5c8f949be51
to reflect the issuance by the Philippine Competition Commission of its decision clearing the proposed merger between BPI and RBC.

The ff. regulators have also been duly informed of the same:
1. Philippine Securities and Exchange Commission (SEC)
2. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=70ba4267c9d661f49e4dc6f6c9b65995
3. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

Attachments

15SEP23 - Amend-5 Mergers and Consolidations.pdf
Commission Decision No. 02-M-001-2023.pdf
Plan of Merger - BPI-RBC_updated.pdf
SEC 17C - Issuance of Decision of the PCC.pdf
Total size =6729K