General Announcement::Approval by the BSP of the merger between BPI and RBC, with BPI as the surviving bank

Issuer & Securities

Issuer/ Manager
BANK OF THE PHILIPPINE ISLANDS
Securities
BANKOFPHILISUS$300M2.5%N240910 - XS2050923825 - GQDB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
20-Dec-2023 17:11:56
Status
New
Announcement Sub Title
Approval by the BSP of the merger between BPI and RBC, with BPI as the surviving bank
Announcement Reference
SG231220OTHR7L1P
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)
The Board of Directors of BPI in its meeting held on 30 September 2022, approved the merger of BPI and RBC, with BPI as the surviving bank, subject to shareholders' and regulatory approvals.

Subsequently, the following approvals of the merger were secured:
By stockholders representing at least 2/3 of the outstanding common shares on January 17, 2023.
By the Philippine Competition Commission on March 9, 2023 contained in the decision released by the Commission on September 13, 2023.
By the Monetary Board of the Bangko Sentral ng Pilipinas on December 14, 2023, subject to certain conditions.

The merger is expected to take effect on Jan. 1, 2024, subject to the approval of the SEC.

This disclosure amends the previous disclosures made on October 23, 2023 https://links.sgx.com/1.0.0/corporate-announcements/YQJIVI0GUEKQJK2E/f1a892ff923fd80590c01719c2ccf0dc5cc6eb426a6b885382ffd5577c37aacd to reflect the date of approval of the merger. A copy of BSP s letter of approval was received by BPI on 15 December 2023. The information on the basis upon which the exchange ratio was determined was likewise updated.

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=dcbc6ecd0670dc279e4dc6f6c9b65995
3. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

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This disclosure reflects updated Security Name to BANKOFPHILIS US$300M2.50%N240910 XS2050923825 GQDB from BANKOFPHILIS US$600M4.25%N2309 XS1841618421 FNDB, under the Issuer & Securities section. The Announcement Details and Attachments sections remain the same as the disclosure made on December 18, 2023 https://links.sgx.com/1.0.0/corporate-announcements/OIR0IVO57NNFSSZO/a507fe6c9001bab01b53b541fe35eb9a565799bbc52b538a48e1b786b40469e5.

Attachments

Plan of Merger - BPI-RBC_updated.pdf
SEC 17-C BSP Approval.pdf
Supplement to the Plan of Merger dated October 20 2023-BPI-RBC - redacted.pdf
Total size =3570K