BPI Sustainable, Environmental, and Equitable Development Bonds (BPI SEED Bonds)

*in increments of Php 100,000

**as of July 18, 2024; subject to 20-25% final withholding tax or such other rates as may be required by law or regulations

The Bank of the Philippines Islands (“BPI”) has priced its 1.5-year Peso-denominated fixed rate BPI Sustainable, Environmental, and Equitable Development ("the BPI SEED Bonds”), with an option for early redemption, the third tranche under its existing Php 100,000,000,000.00 Bond Program approved May 18, 2022 (the “Program”). 

THE INDICATIVE TERMS, FAQs, OFFERING CIRCULAR, THE SECOND TRANCHE PRICING SUPPLEMENT, AND THE PRICING SUPPLEMENT RELATIVE TO THE OFFER OF THE BPI SEED BONDS DUE 2026 (the “OFFERING MATERIALS”) ARE BEING DISPLAYED ON THIS WEBSITE TO MAKE THE OFFERING MATERIALS ACCESSIBLE TO INVESTORS IN THE PHILIPPINES AND ARE TO BE VIEWED EXCLUSIVELY WITHIN THE PHILIPPINES. THE OFFERING MATERIALS ARE TO BE USED EXCLUSIVELY FOR THE OFFER IN THE PHILIPPINES AND ARE NOT INTENDED TO BE VIEWED BY NON-PHILIPPINE RESIDENTS.

The Offering Materials on this website are intended to be available only to Philippine and non-Philippine citizens residing in the Philippines, corporations organized under Philippine law and juridical entities licensed to transact business in the Philippines. The Offering Materials are not intended for distribution outside the Philippines. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described herein.

The Offering Materials and the information contained herein are subject to completion, revisions, or amendment without notice. Under no circumstances shall these Offering Materials constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any offer, solicitation or sale of the securities in any jurisdiction where such offer, solicitation, or sale is not permitted.

THE BONDS REFERRED TO IN THIS COMMUNICATION ARE SECURITIES EXEMPT FROM REGISTRATION UNDER SECTION 9.1I OF THE SECURITIES REGULATION CODE AND WILL ACCORDINGLY NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION. FURTHERMORE, THE BONDS ARE NOT DEPOSIT INSTRUMENTS AND ARE NOT INSURED BY THE PHILIPPINE DEPOSIT INSURANCE CORPORATION (“PDIC”).

This announcement is subject to change/completion and is not an offer for sale of the BPI SEED Bonds or a solicitation of an offer to buy the BPI SEED Bonds. Prospective investors should refer to the Offering Circular dated 5 January 2023 (“Offering Circular”), the pricing supplement for the second tranche of the Bond Program dated 13 November 2023 (the “Second Tranche Pricing Supplement”), and the Pricing Supplement dated 18 July 2024 for the third tranche BPI SEED Bonds due 2026 (the “Pricing Supplement”) for full details on BPI, the Program and the BPI SEED Bonds. BPI and the Joint Lead Arrangers reserve the right to adjust the Offer Period and the Issue and Listing Date. All terms are subject to the Offering Circular and Pricing Supplement.

This does not purport to, and does not, contain all of the information that may be required to evaluate factors relevant to a recipient making any investment decisions. Each recipient should make its own independent appraisal of, and investigation into, the financial condition, risks, creditworthiness, affairs, status and nature of BPI as the basis of any investment decision.

None of the information contained herein is intended to provide the basis of any credit or other evaluation, nor should it be interpreted as a recommendation by any of the Joint Lead Arrangers and Selling Agents or as investment advice of any kind and should not be used as the basis for any financial decision to invest in the BPI SEED Bonds or any securities or to participate in any transaction. Prospective investors should consult their own counsel, accountants, or other advisors as to legal, tax, business, financial, and related aspects of the purchase of the BPI SEED Bonds, among others.

No warranty or representation, express or implied, is given as to the accuracy or completeness of said information. To the fullest extent permitted by law, none of BPI, its affiliates, any of the Joint Lead Arrangers and Selling Agents, nor any of their respective directors, employees or advisors accept any liability with regard to the information contained herein. Each Joint Lead Arranger and Selling Agent and any of their respective directors, employees or advisers accordingly disclaims all and any liability whether arising in tort or contract or otherwise in respect of any information contained herein. Each prospective investor acknowledges that it has not relied on any of the Joint Lead Arrangers and Selling Agents or any of their respective directors, employees or advisors in connection with its investigation of the accuracy of such information or its investment decision.

BPI is regulated by the Bangko Sentral ng Pilipinas with email address at consumeraffairs@bsp.gov.ph.

Important Note

This set of FAQs highlight the information found in the Pricing Supplement and is qualified in its entirety by, and must be read in conjunction with, the more detailed information and financial statements appearing in the Offering Circular and the Second Tranche Pricing Supplement. Investors should read both documents and all the terms and conditions relating to the issuance of the BPI SEED Bonds prior to making an investment decision.

Please read the following terms before proceeding to access the Pricing Supplement:

I hereby certify that: 

• I am not in the United States or in any jurisdiction which prohibits the offer of securities not registered in such restricted jurisdiction, nor acting for the account of any such person in a restricted jurisdiction.
• I will not transmit or otherwise send, directly or indirectly, any information contained behind this gatepost to any person in the United States.
• I am viewing the information contained behind this gatepost, including any Offering Materials posted on the website, within the Philippines.
• If I acquire any securities of the Bank of the Philippine Islands, I will do so from within the Philippines.

The information and Offering Materials posted on this website are intended to be available to Philippine and non-Philippine citizens residing in the Philippines, corporations organized under Philippine law and juridical entities licensed to transact business in the Philippines. The Offering Materials are not intended for distribution outside the Philippines. If you have gained access to this website contrary to the foregoing restrictions, you will be unable to purchase any of the securities described herein.

THE INFORMATION ON THIS PAGE DOES NOT CONSTITUTE OR FORM PART OF THE PRICING SUPPLEMENT OR OFFERING CIRCULAR, AND DOES NOT CONSTITUTE ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, OR ANY OFFER TO UNDERWRITE OR OTHERWISE INVEST IN, ANY BONDS OR OTHER SECURITIES, AND SHOULD NOT FORM THE BASIS OF, OR BE RELIED ON, IN CONNECTION WITH ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION IN RELATION TO ANY INVESTMENT, AND DOES NOT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF THE BANK OF THE PHILIPPINE ISLANDS (THE “BANK”).  ANY DECISION TO PURCHASE BONDS OR ANY OTHER SECURITIES IN ANY OFFERING OF THE BANK SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFERING CIRCULAR, THE SECOND TRANCHE PRICING SUPPLEMENT, AND PRICING SUPPLEMENT DISTRIBUTED IN CONNECTION WITH SUCH AN OFFERING OF BONDS OR SECURITIES OF THE BANK.

The information on this website may not be published or distributed, in whole or in part, directly or indirectly, into the United States or any other jurisdiction where such publication or distribution is prohibited. Such information does not constitute an offer of securities for sale in the United States or in any other jurisdiction. The securities of the Bank have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), any United States state securities laws, or securities laws of any other jurisdiction, and may not be offered, sold, or delivered within the United States or any other jurisdiction, except pursuant to an exemption from the registration requirements of the U.S. Securities Act, applicable United States securities laws, or securities laws of such other relevant jurisdictions. There will be no public offer of the Bank’s securities in the United States or in any other jurisdiction.