| PHP 1,000,000,000 with Upsize Option Long-Term Negotiable Certificates of Time Deposit Due 2025 | |
| IMPORTANT NOTE:The following is a general summary of the terms of the Long-Term Negotiable Certificates of Time Deposit (“LTNCDs”) to be issued by Security Bank Corporation. This summary is derived from, and should be read in conjunction with, the full text of the final Offering Circular dated September 23, 2019, as amended and supplemented by the Supplemental Offering Circular dated December 17, 2019 and January 13, 2020 (collectively,the “Offering Circular”) on the offer of the LTNCDs, including the financial statements therein and the Terms and Conditions of the LTNCDs. In the event of any inconsistency with the terms set out herein, the Terms and Conditions of the LTNCDs will prevail. | |
| ISSUER | Security Bank Corporation (“SECB” or the “Bank”) |
| Issuer Rating |
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| Sole Lead Arranger |
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| Selling Agents |
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| Registrar and Paying Agent | Philippine Depository & Trust Corp. (“PDTC“) |
| Instrument | Long-Term Negotiable Certificates of Time Deposit (“LTNCDs”) |
| Currency | Philippine Peso (PHP) |
| Tenor | 5 years and 6 months |
| Issue Date | Feb. 05, 2020 |
| Maturity Date | Aug. 05, 2025 |
| Deal Size | PHP 1 billion with option to upsize |
| Status and Ranking | Direct, unconditional, unsecured and unsubordinated |
| Use of Proceeds | To extend term liabilities and expand funding base, to improve peso liquidity gaps, and to fund asset build-up |
| Indicative Rate | 4.00% p.a. |
| Issue Price | 100% of the face value |
| Interest Periods | Quarterly, 30/360 day count basis |
| PDIC Coverage | Yes, LTNCDs are covered by the Philippine Deposit Insurance Corporation (PDIC), subject to applicable rules and regulations, among others, on a maximum insurance coverage currently up to PHP 500,000.00 per depositor (including CA/SA and regular TD amounts with the Issuing Bank). |
| Denomination | Minimum investment of PHP 50,000.00 and increments of PHP 10,000.00 thereafter |
| Early Redemption | Yes, subject to Bangko Sentral ng Pilipinas (“BSP”) Rules and other conditions set forth in the Terms and Conditions of the LTNCDs, the Bank shall have the option (but not the obligation) to redeem in whole but not in part, the LTNCDs on any Interest Payment Date at face value plus accrued and unpaid interest. |
| Taxation | Interest received by investors will be net of applicable withholding tax. If any payments of principal and/or interest under the LTNCDs shall be subject to deductions or withholding for or on account of any present taxes, duties, assessments, or governmental charges of whatever nature that may be levied, collected, withheld, or assessed by or within the Philippines or any authority therein or thereof having the power to tax, including but not limited to documentary stamp, income, value-added or similar taxes, including interest, surcharges, and penalties thereon (the “Taxes”), then all such Taxes shall be for the account of the Holder concerned, and if the Bank shall be required by law or regulation to deduct or withhold such Taxes, then the Issuer shall make the necessary withholding or deduction for the account of such Holder; provided, that all sums payable by the Bank to tax-exempt persons shall be paid in full without deductions for Taxes or other duties, assessments or government charges, subject to the submission by the relevant Holder claiming the exemption of reasonable and acceptable evidence of such exemption to the Bank and relevant Selling Agent; and provided, further that documentary stamp tax for the primary issue of the LTNCDs, if any, shall be for the Bank’s account. If payments of principal and/or interest under the LTNCDs will be subject to any Taxes (including any additional or new Taxes) or any change in tax treatment, arising from changes in tax laws (such as but not limited to, the Passive Income and Financial Intermediary Taxation Act) or regulations (or from changes in interpretation thereof), then such Taxes will also be for the account of the relevant Holder, and the Bank shall make the necessary withholding or deduction for the account of such Holder. Holders may transfer or assign their LTNCDs to another holder who is not a Prohibited Holder and such transfer or assignment shall not be considered a pre-termination, except as provided herein or in the Terms and Conditions of the LTNCDs. Unless otherwise provided by law or regulation, the Bank may treat a transfer, assignment, sale, or negotiation of the LTNCDs as a pre-termination solely for tax purposes, to determine the applicable rate of withholding tax on the interest earned by the transferor-LTNCD Holder. Documentary stamp taxes as well as other taxes due on the transfer of the LTNCDs, if any, shall be for the account of the relevant Holders and/or their counterparties, and shall not be for the account of the Bank. |
To download the LTNCD Sales Memo, click here. To download the Offering Circular, click here. To download the Offering Circular Supplement, click here.
