A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THE SAME BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN
OFFER TO SELL NOR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY.
Issuer SAN MIGUEL CORPORATION ("SMC")
Fixed rate Commercial Papers ("CPs") constituting the direct, unconditional,
Instrument
unsecured, and unsubordinated Peso-denominated obligations of SMC.
Offer Size ₱15.0 Billion with an oversubscription option of up to ₱5.0 Billion
Sole Issue Manager Philippine Commercial Capital Inc. ("PCCI")
BDO Capital & Investment Corporation (“BDO Capital”),
Joint Arrangers, Joint Lead Underwriters and BPI Capital Corporation (“BPI Capital”),
Bookrunners China Bank Capital Corporation (“China Bank Capital”), and
SB Capital Investment Corporation (“SB Capital)
The Offer CPs has a rating of PRS Aaa as assigned by PhilRatings on February 5,
2020.
Issuer Rating
The rating is subject to regular annual reviews, or more frequently as market
developments may dictate, while any part of the CPs are outstanding.
Tenor 360 Days from Issue Date
Indicative Discount Rate (as of 03/03/2020)* [4.10% - 4.30%]
Issue Price The Offer CPs shall be issued at a discount to face value.
Tentative Interest Rate Setting Date [March 19, 2020]
Tentative Offer Period [March 23 to March 27, 2020]
Tentative Issue and Listing Date [April 3, 2020]
*The Final Discount Rate will be determined based on the prevailing benchmark rate on the Interest Rate Setting Date, plus a clearing spread to be determined
via a book building process.
COMPANY BACKGROUND:
SAN MIGUEL CORPORATION (SMC) WAS ORIGINALLY FOUNDED IN 1890 AS A SINGLE BREWERY IN THE PHILIPPINES. THE COMPANY HAS SINCE THEN TRANSFORMED ITSELF
FROM A BEVERAGE, FOOD AND PACKAGING BUSINESS INTO A DIVERSIFIED CONGLOMERATE WITH BUSINESSES IN FUEL AND OIL, ENERGY, INFRASTRUCTURE, AND REAL
ESTATE INDUSTRIES.
THE COMPANY'S PRODUCT PORTFOLIO INCLUDES BEER; SPIRITS; NON-ALCOHOLIC BEVERAGES; POULTRY; ANIMAL FEEDS; FLOUR; FRESH AND PROCESSED MEATS; DAIRY
PRODUCTS; COFFEE; VARIOUS PACKAGING PRODUCTS; AND A RANGE OF REFINED PETROLEUM PRODUCTS.
SMC HAS STRATEGIC PARTNERSHIPS WITH INTERNATIONAL COMPANIES, AMONG THEM ARE KIRIN HOLDINGS COMPANY, LIMITED FOR BEER; HORMEL FOODS
INTERNATIONAL CORPORATION FOR PROCESSED MEATS; NIHON YAMAMURA GLASS COMPANY, LTD., FUSO MACHINE & MOLD MFG. CO. LTD. AND CAN-PACK S.A. FOR
PACKAGING PRODUCTS; AND KOREA WATER RESOURCES CORPORATION FOR ITS POWER BUSINESS.
THE COMPANY'S SUBSIDIARIES INCLUDE SAN MIGUEL BREWERY, INC.; GINEBRA SAN MIGUEL, INC.; SAN MIGUEL FOOD AND BEVERAGE, INC.; SMC GLOBAL POWER
HOLDINGS CORP.; SEA REFINERY CORPORATION; SAN MIGUEL HOLDINGS CORP.; AND SAN MIGUEL PROPERTIES, INC. [SOURCE: SEC FORM 17-A (2018)]
DISCLAIMERS:
THE INFORMATION DOES NOT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF THE COMPANY OR ANY OF ITS AFFILIATES. THIS SHOULD BE NOT
CONSTRUED AS A SOLICITATION TO BUY OR SELL ANY SECURITY OF THE COMPANY, OR TO ENGAGE IN OR REFRAIN FROM ENGAGING IN ANY TRANSACTION. THIS SHOULD
NOT BE USED AS THE BASIS FOR ANY FINANCIAL DECISION TO INVEST IN ANY SECURITIES OR PARTICIPATION IN ANY TRANSACTION. 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, CREDITWORTHINESS, AFFAIRS, STATUS AND
NATURE OF THE COMPANY AS THE BASIS OF ANY INVESTMENT DECISION. THIS IS INTENDED FOR GENERAL INFORMATION PURPOSES. IT PROVIDES BASIC INFORMATION
CONCERNING INDIVIDUAL PRODUCTS OR RELATED SERVICES. HOWEVER, NONE OF THE INFORMATION SHOULD BE INTERPRETED AS AN OFFER TO SELL SECURITIES OR AS
INVESTMENT ADVICE OF ANY KIND. NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THAT
INFORMATION. IN NO EVENT WILL BPI CAPITAL CORPORATION, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR ADVISORS ACCEPT ANY LIABILITY WITH REGARD TO THE
INFORMATION CONTAINED HEREIN.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME
EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THE SAME BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL NOR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY. A COPY OF THE
PRELIMINARY PROSPECTUS MAY BE VIEWED AT THE COMPANY'S WEBSITE [Link]
THE FINANCIAL PRODUCTS OF BPI CAPITAL CORPORATION ARE NOT INSURED BY THE PHILIPPINE DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY
THE BANK OF THE PHILIPPINE ISLANDS. THE INFORMATION HEREIN IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION
OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATION.
BPI Capital Corporation
11/F Tower One, Ayala North Exchange, 6796 Ayala Avenue corner Salcedo Street, Legaspi Village, Makati City 1229
E-mail: bpicapital@[Link]
Regulated by the Bangko Sentral ng Pilipinas
E-mail address: consumeraffairs@[Link]
