Obligation Filipinas 0.7% ( XS2104122986 ) en EUR

Filipinas

100 % ▼

Philippines

XS2104122986 ( en EUR )

0.7% par an ( paiement annuel )

02/02/2023 - Obligation échue

Prospectus brochure de l'obligation Philippines XS2104122986 en EUR 0.7%, échue

Les Philippines sont un archipel de plus de 7 000 îles situées en Asie du Sud-Est, connues pour leur biodiversité, leur culture riche et leur histoire coloniale complexe.

L'Obligation émise par Filipinas ( Philippines ) , en EUR, avec le code ISIN XS2104122986, paye un coupon de 0.7% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 02/02/2023

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-208780
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 2, 2018
Republic of the Philippines
600,000,000 0.000% Global Bonds due 2023
600,000,000 0.700% Global Bonds due 2029
The Republic of the Philippines (the "Republic") is offering 600,000,000 in aggregate principal amount of its 0.000% bonds due 2023 (the "2023
global bonds") and 600,000,000 in aggregate principal amount of its 0.700% bonds due 2029 (the "2029 global bonds", together with the 2023 global
bonds, the "global bonds"). Interest on the 2023 global bonds will be payable on February 3 in each year. The first interest payment on the 2023 global
bonds will be made on February 3, 2021 in respect of the period from (and including) February 3, 2020 to (but excluding) February 3, 2021. Interest on
the 2029 global bonds will be payable on February 3 in each year. The first interest payment on the 2029 global bonds will be made on February 3, 2021
in respect of the period from (and including) February 3, 2020 to (but excluding) February 3, 2021. The Republic may not redeem the global bonds prior
to their maturity. The 2023 global bonds and the 2029 global bonds will mature at par on February 3, 2023 and February 3, 2029, respectively.
The global bonds will be the direct, unconditional, unsecured and general obligations of the Republic and will rank without any preference among
themselves and equally with all other present and future unsecured and unsubordinated external indebtedness of the Republic. It is understood that this
provision shall not be construed so as to require the Republic to make payments under the global bonds ratably with payments being made under any
other external indebtedness of the Republic.
The global bonds will be designated Collective Action Securities issued under a fiscal agency agreement, as supplemented, and constitute a separate
series of debt securities under the fiscal agency agreement. The fiscal agency agreement contains provisions regarding future modifications to the terms
of the global bonds that differ from those applicable to the Republic's outstanding external public indebtedness issued prior to February 1, 2018. Under
these provisions, which are described in the section entitled "Description of the Global Bonds," the Republic may, among other things, amend the
payment provisions of any series of debt securities (including the global bonds) and other reserve matters listed in the fiscal agency agreement with the
consent of the holders of: (i) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt
securities of such series; (ii) with respect to two or more series of debt securities, if certain "uniformly applicable" requirements are met, more than 75%
of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or
(iii) with respect to two or more series of debt securities, more than 662/3% of the aggregate principal amount of the outstanding debt securities of all
series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt
securities of each series affected by the proposed modification, taken individually.
The offering of the global bonds is conditional on the receipt of certain approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central
bank of the Republic.
The global bonds are being offered globally for sale in the jurisdictions where it is lawful to make such offers and sales. Application has been made to
admit the global bonds to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market ("Euro MTF"). We
cannot guarantee that the application to the Luxembourg Stock Exchange will be approved, and settlement of the global bonds is not conditional on
obtaining the listing. This prospectus supplement together with the accompanying prospectus constitute a prospectus for the purpose of Part IV of the
Luxembourg law on prospectuses for securities dated July 16, 2019.
We expect to deliver the global bonds to investors in registered book-entry form only through the facilities of Clearstream Banking, S.A. ("Clearstream,
Luxembourg" or "Clearstream"), and Euroclear Bank, SA/NV ("Euroclear" or the "Euroclear System" ), on or about February 3, 2020.

2023 Global Bonds
2029 Global Bonds
Per Bond
Total
Per Bond
Total
Price to investors
99.602% 597,612,000
99.549% 597,294,000
Underwriting discounts and commissions
0.05%

300,000
0.05%

300,000
Proceeds, before expenses, to the Republic
99.552%
597,312,000
99.499%
596,994,000
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Sole Global Coordinator
UBS
Joint Lead Managers and Joint Bookrunners
Citigroup
Credit Suisse
Standard Chartered Bank
UBS
The date of this prospectus supplement is January 21, 2020.

[THIS PAGE INTENTIONALLY LEFT BLANK]
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TABLE OF CONTENTS
Prospectus Supplement
Pages
INTRODUCTORY STATEMENTS
S-4
SUMMARY OF THE OFFERING
S-6
USE OF PROCEEDS
S-10
DESCRIPTION OF THE GLOBAL BONDS
S-11
GLOBAL CLEARANCE AND SETTLEMENT
S-19
TAXATION
S-20
UNDERWRITING
S-25
LEGAL MATTERS
S-31
GENERAL INFORMATION
S-31
TABLE OF CONTENTS
Prospectus
Pages
ABOUT THIS PROSPECTUS
2
FORWARD-LOOKING STATEMENTS
3
DATA DISSEMINATION
3
USE OF PROCEEDS
3
RATINGS
4
DESCRIPTION OF THE SECURITIES
5
Description of the Debt Securities
5
General Terms of the Bonds
5
Payments of Principal, Premium and Interest
6
Repayment of Funds; Prescription
6
Global Securities
6
Description of the Warrants
14
Limitations on Issuance of Bearer Debt Securities
15
Ranking Provisions of the Debt Securities
16
COLLECTIVE ACTION SECURITIES
17
TAXATION
21
PLAN OF DISTRIBUTION
31
VALIDITY OF THE SECURITIES
33
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
33
EXPERTS; OFFICIAL STATEMENTS AND DOCUMENTS
33
FURTHER INFORMATION
33
S-3

You should read this prospectus supplement along with the prospectus that accompanies it. You should rely only on the information
contained or incorporated by reference in this document and the accompanying prospectus or to which we have referred you. We have not
authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities.
This document and the accompanying prospectus may only be used for the purposes for which they have been published. The information in
this prospectus supplement and the accompanying prospectus may only be accurate as of the date of this prospectus supplement or the
accompanying prospectus, as applicable. Terms used herein but not otherwise defined shall have the meaning given to them in the prospectus
that accompanies this prospectus supplement.
INTRODUCTORY STATEMENTS
The Republic accepts responsibility for the information that is contained in this prospectus supplement and the prospectus that accompanies it. To
the best of the knowledge and belief of the Republic (which has taken all reasonable care to ensure that such is the case), the information contained in
this prospectus supplement and the accompanying prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The Republic is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the United
States against the Republic. See "Description of the Securities--Description of the Debt Securities--Jurisdiction and Enforceability" in the
accompanying prospectus.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the global bonds may be legally restricted in
some countries. If you wish to distribute this prospectus supplement or the accompanying prospectus, you should observe any applicable restrictions.
This prospectus supplement and the accompanying prospectus should not be considered an offer, and it is prohibited to use them to make an offer, in
any state or country in which the making of the offering of the global bonds is prohibited. For a description of some restrictions on the offering and sale
of the global bonds and the distribution of this prospectus supplement and the accompanying prospectus, see "Underwriting" on page S-25.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom and (ii) to investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high
net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). The global bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such global bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.
Notification under Section 309B(1) of the Securities and Futures Act, Chapter 289 of Singapore  The global bonds are prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined
in MAS Notices SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
All references in this prospectus supplement (a) to the "Republic" or the "Philippines" are to the Republic of the Philippines, (b) to the
"Government" are to the national government of the Philippines and (c) to "Bangko Sentral" or "BSP" are to Bangko Sentral ng Pilipinas, the central
bank of the Philippines.
Unless otherwise indicated, all references in this prospectus supplement to "" are to the lawful national currency of the Philippines, those to
"dollars," "U.S. dollars," "US$" or "$" are to the lawful currency of the
S-4

United States of America, and those to "Euro", "EUR" or "" are to the currency introduced at the start of the third stage of the European Economic and
Monetary Union pursuant to the Treaty establishing the European Community.
S-5

SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. You should read
the entire prospectus supplement and the accompanying prospectus carefully.
Issuer
Republic of the Philippines.
Bonds
The 600,000,000 0.000% global bonds due 2023 (the "2023 global bonds"), and the
600,000,000 0.700% global bonds due 2029 (the "2029 global bonds" and, together with
the 2023 global bonds, the "global bonds").
Interest
The 2023 global bonds will bear interest at 0.000% from February 3, 2020, payable
annually in arrears.
The 2029 global bonds will bear interest at 0.700% from February 3, 2020, payable
annually in arrears.
Issue Date
The 2023 global Bonds: February 3, 2020.
The 2029 global Bonds: February 3, 2020.
Interest Payment Dates
February 3 of each year, payable to the persons who are registered holders thereof at the
close of business on the preceding January 29, whether or not a business day; provided that
so long as the global bonds are settled through the facilities of Clearstream and Euroclear,
the record date shall be the close of business (in the relevant clearing system) on the
Business Day before the relevant interest payment date, where Business Day means a day
on which the relevant clearing system is open for business.
For the 2023 global bonds, the first interest payment will be made on February 3, 2021 in
respect of the period from (and including) February 3, 2020 to (but excluding) February 3,
2021.
For the 2029 global bonds, the first interest payment will be made on February 3, 2021 in
respect of the period from (and including) February 3, 2020 to (but excluding) February 3,
2021.
Maturity Date
The 2023 global Bonds: February 3, 2023
The 2029 global Bonds: February 3, 2029
Issuer Redemption
The Republic may not redeem the global bonds prior to maturity.
Status of Bonds
The global bonds will be direct, unconditional, unsecured and general obligations of the
Republic and will rank without any preference among themselves and equally with all
other present and future unsecured and unsubordinated External Indebtedness (as defined
in the accompanying prospectus) of the Republic. It is understood that this provision shall
not be construed so as to require the Republic to make payments under the global bonds
ratably with payments being made under any other external indebtedness of the Republic.
The full
S-6

faith and credit of the Republic will be pledged for the due and punctual payment of all
principal and interest on the global bonds. See "Description of the Securities--Description
of the Debt Securities--Status of Bonds" in the accompanying prospectus and "Description
of the Global Bonds."
Negative Pledge
With certain exceptions, the Republic has agreed that it will not create or permit to subsist
any Lien (as defined in the accompanying prospectus) on its revenues or assets to secure
External Public Indebtedness (as defined in the accompanying prospectus) of the Republic,
unless at the same time or prior thereto, the global bonds are secured at least equally and
ratably with such External Public Indebtedness. The international reserves of Bangko
Sentral represent substantially all of the official gross international reserves of the
Republic. Because Bangko Sentral is an independent entity, the Republic and Bangko
Sentral believe that the international reserves owned by Bangko Sentral are not subject to
the negative pledge covenant in the global bonds and that Bangko Sentral could in the
future incur External Public Indebtedness secured by such reserves without securing
amounts payable under the global bonds. See "Description of the Securities--Description
of the Debt Securities--Negative Pledge Covenant" in the accompanying prospectus.
Taxation
The Republic will make all payments of principal and interest in respect of the global
bonds free and clear of, and without withholding or deducting, any present or future taxes
of any nature imposed by or within the Republic, unless required by law. In that event, the
Republic will pay additional amounts so that the holders of the global bonds receive the
amounts that would have been received by them had no withholding or deduction been
required, subject to certain exceptions. See "Description of the Securities--Description of
the Debt Securities--Additional Amounts" in the accompanying prospectus.
Collective Action Clauses
The global bonds will be designated Collective Action Securities issued under a fiscal
agency agreement, as supplemented, and constitute a separate series of debt securities
under the fiscal agency agreement. The fiscal agency agreement contains provisions
regarding future modifications to the terms of the global bonds that differ from those
applicable to the Republic's outstanding external public indebtedness issued prior to
February 1, 2018. Under these provisions, which are described in the section entitled
"Description of the Global Bonds,", the Republic may, among other things, amend the
payment provisions of any series of debt securities (including the global bonds) and other
reserve matters listed in the fiscal agency agreement with the consent of the holders of:
(i) with respect to a single series of debt securities, more than 75% of the aggregate
principal amount of the outstanding debt securities of such series; (ii) with respect to two or
more series of debt securities, if certain "uniformly applicable" requirements are met, more
than 75% of the aggregate principal amount of the outstanding debt securities of all series
affected by the proposed modification, taken in the aggregate;
S-7

or (iii) with respect to two or more series of debt securities, more than 662/3% of the
aggregate principal amount of the outstanding debt securities of all series affected by the
proposed modification, taken in the aggregate, and more than 50% of the aggregate
principal amount of the outstanding debt securities of each series affected by the proposed
modification, taken individually.
Cross-Defaults
Events of default with respect to the global bonds include (i) if the Republic fails to make a
payment of principal, premium, prepayment charge or interest when due on any External
Public Indebtedness with a principal amount equal to or greater than $25,000,000 or its
equivalent, and this failure continues beyond the applicable grace period; or (ii) if any
External Public Indebtedness of the Republic or the central monetary authority in principal
amount equal to or greater than $25,000,000 is accelerated, other than by optional or
mandatory prepayment or redemption. See "Collective Action Securities--Events of
Default: Cross Default and Cross Acceleration" in the accompanying prospectus.
Listing
The Republic is offering the global bonds for sale in the United States and elsewhere where
such offer and sale is permitted. Application has been made to admit the global bonds to
listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro
MTF. The Republic cannot guarantee that the application to the Luxembourg Stock
Exchange will be approved, and settlement of the global bonds is not conditional on
obtaining the listing.
Form, Denomination and Registration
The global bonds will be issued in fully registered form in minimum denominations of
100,000 and integral multiples of 1,000 in excess thereof. The global bonds will be
represented by one or more global securities registered in the name of a nominee of, and
deposited with, the common depositary for Euroclear and Clearstream. Beneficial interests
in the global securities will be shown on, and the transfer thereof will be effected only
through, records maintained by Euroclear and Clearstream and their respective participants.
Settlement of all secondary market trading activity in the global bonds will be made in
immediately available funds. See "Description of the Securities--Description of the Debt
Securities--Global Securities" in the accompanying prospectus and "Global Clearance and
Settlement."
Further Issues
The Republic may from time to time, without notice to or the consent of the registered
holders of the global bonds, issue further bonds which will form a single series with the
global bonds. See "Collective Action Securities--Further Issues of Debt Securities" in the
accompanying prospectus.
Use of Proceeds
The Republic intends to use the net cash proceeds from the sale of the global bonds for
general purposes of the Republic, including budgetary support.
S-8

Fiscal Agent
The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, N.A.).
London Paying Agent
The Bank of New York Mellon, London Branch
Transfer Agent and Registrar
The Bank of New York Mellon SA/NV, Luxembourg Branch
Governing Law
The Fiscal Agency Agreement (as defined below) and the global bonds will be governed
by and interpreted in accordance with the laws of the State of New York. The laws of the
Republic will govern all matters governing authorization and execution of the Fiscal
Agency Agreement and the global bonds by the Republic.
S-9