NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) AS DEFINED IN RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT THAT ARE ALSO “QUALIFIED PURCHASERS” (“QPs”), AS DEFINED IN SECTION 2(a)(51) OF THE U.S INVESTMENT COMPANY ACT OF 1940 (THE “INVESTMENT COMPANY ACT”), OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

The Republic of the Philippines (the “Republic”), rated Baa2 (Stable) by Moody’s, BBB+ (Stable) by S&P, and BBB (Stable) by Fitch, has mandated Citigroup, Deutsche Bank, Dubai Islamic Bank, HSBC, MUFG, and Standard Chartered Bank as Joint Bookrunners and Joint Lead Managers to arrange a series of fixed income investor calls in Asia, Europe, Middle East and the United States commencing on 27 November 2023.

A benchmark-sized USD-denominated 144A and 3(c)(7)/Regulation S Sukuk offering (the “Certificates”) in 5.5-year tenor may follow, subject to market conditions. This will potentially be the Republic’s maiden sukuk issue after conducting a Philippine Economic Briefing (“PEB”) in Dubai last September, with a target of diversifying the investor base towards Middle Eastern and Islamic countries.

The Certificates will be issued by ROP Sukuk Trust (“ROP Sukuk Trust”, and in its capacity as issuer, the “Issuer” and as trustee, the “Trustee”), a special purpose trust formed under Philippine law and administered by the Land Bank of the Philippines – Trust Banking Group (“LBP-TBG”). The Certificates are expected to be rated Baa2 by Moody’s, BBB+ by S&P, and BBB by Fitch.

The Certificates have not been and are not intended to be registered under the Philippine Securities Regulation Code or its implementing regulations (together, “SRC”) before the Certificates can be sold or offered for sale or distribution in the Philippines. The Certificates constitute exempt securities within the meaning of the SRC. The Certificates may, however, be sold or offered for sale in the Philippines by the Joint Lead Managers, dealers, or brokers duly licensed by the Philippine Securities and Exchange Commission duly licensed by the Philippine Securities and Exchange Commission.

This announcement is not a recommendation to invest in the Certificates nor should any aspect of the announcement be viewed as giving any legal, regulatory, financial, tax, accounting, Shariah or other advice. Certificate holders should conduct their own due diligence and consult their own Shariah advisers as to whether the proposed issue and the trading of the Certificates (including on the secondary market) is in compliance with Shariah principles for their own purposes. None of the Issuer, the Republic or the Joint Lead Managers makes any representation that the issue or the trading of the Certificates is or will be Shariah compliant

UK MiFIR Product Governance / Target Market – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

MiFID II Product Governance/Professional investors and ECPs only target market – Manufacturer target market (MiFID II Product Governance) is eligible counterparties and professional clients only (all distribution channels).

Singapore SFA Product Classification: In connection with Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), the classification of the Certificates as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

HK SFC Code of Conduct (Para 21 – Bookbuilding and Placing) – In the context the Offering, certain Joint Bookrunners and Joint Lead Managers and other intermediaries are “capital markets intermediaries” subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission.

This announcement is not and does not constitute or form a part of, and should not be construed as, any offer, solicitation or invitation to sell, issue, purchase or subscribe for any securities of the Issuer, LBP-TBG or the Republic in or into the United States or any other jurisdiction. No securities have been or will be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction. The Certificates will only be offered and sold (a) to non-U.S. persons outside the United States in “offshore transactions” as defined in, and in reliance on Regulation S or (b) in the United States only to QIBs that are also QPs, in compliance with Rule 144A under the Securities Act and for the purposes of Section 3(c)(7) of the Investment Company Act.

No securities may be offered, sold or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. Any offer of securities will be made in or accompanied by a copy of the final offering memorandum to be issued in respect of such offering. No action has been taken in any jurisdiction that would permit a public offering to occur in any jurisdiction.

Neither this announcement nor any portion hereof may be sent or distributed in or into the United States (except to QIBs that are also QPs), or in or into any jurisdiction where it is unlawful to do so. Any failure to comply with these restrictions may result in a violation of the U.S. securities laws or the applicable laws, regulations and guidelines of other jurisdictions.

No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted. Neither this communication nor any information herein nor the fact of its distribution shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of prepayment and may be subject to suspension, revision or withdrawal at any time by the assigning rating organization. A suspension, reduction or withdrawal of the ratings assigned to the Certificates may adversely affect the market price of the Certificates. The significance of each rating should be analysed independently from any other rating.

This announcement is confidential and solely for the use of the person it is addressed to and its advisors. Release, transmission or distribution to any other person is prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted. The distribution of this announcement and other information referred to herein may be restricted by law and persons into whose possession this announcement or such other information comes should inform themselves about and observe any such restriction.