Obligation Filipinas 1.75% ( XS2334361511 ) en EUR

Filipinas

71.25 % ▼

Philippines

XS2334361511 ( en EUR )

1.75% par an ( paiement annuel )

27/04/2041

Prospectus brochure de l'obligation Philippines XS2334361511 en EUR 1.75%, échéance 27/04/2041

28/04/2026 ( Dans 59 jours )

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 XS2334361511, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/04/2041

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-249557
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 20, 2020
Republic of the Philippines
650,000,000 0.250% Global Bonds due 2025
650,000,000 1.200% Global Bonds due 2033
800,000,000 1.750% Global Bonds due 2041
The Republic of the Philippines (the "Republic") is offering 650,000,000 in aggregate principal amount of its 0.250% bonds due 2025 (the "2025 global bonds"), 650,000,000 in
aggregate principal amount of its 1.200% bonds due 2033 (the "2033 global bonds") and 800,000,000 in aggregate principal amount of its 1.750% bonds due 2041 (the "2041 global
bonds"). We refer to the 2025 global bonds, the 2033 global bonds and the 2041 global bonds collectively as the "global bonds". The Republic will pay interest (i) on the 2025 global bonds
on April 28 of each year, commencing on April 28, 2022, (ii) on the 2033 global bonds on April 28 of each year, commencing on April 28, 2022 and (iii) on the 2041 global bonds on April
28 of each year, commencing on April 28, 2022. The Republic may not redeem the global bonds prior to their maturity. The 2025 global bonds, 2033 global bonds and the 2041 global bonds
will mature at par on April 28, 2025, April 28, 2033 and April 28, 2041, respectively. The offering of the global bonds of each series, each pursuant to this prospectus supplement, are not
conditioned upon one another.
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 "Collective Action Securities," on page 19 of the
accompanying prospectus, 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/ % of the
3
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 will be 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 dated November 20,
2020 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 April 28, 2021.
2025 Global Bonds
2033 Global Bonds
2041 Global Bonds
Per
Per
Per
Bond
Total
Bond
Total
Bond
Total
Price to investors
99.509% 646,808,000
99.468% 646,542,000
99.050% 792,400,000
Underwriting
discounts
and
commissions
0.050%
325,000
0.050%
325,000
0.050%
400,000
Proceeds, before expenses, to the Republic
99.459% 646,483,000
99.418% 646,217,000
99.000% 792,000,000
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.
Joint Lead Managers and Joint Bookrunners
BNP PARIBAS
Credit Suisse
Goldman Sachs
J.P. Morgan
Nomura
Standard
Chartered Bank
The date of this prospectus supplement is April 21, 2021.

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS
Prospectus Supplement
Pages
INTRODUCTORY STATEMENTS
S-1
SUMMARY OF THE OFFERING
S-3
USE OF PROCEEDS
S-7
RECENT DEVELOPMENTS
S-8
DESCRIPTION OF THE GLOBAL BONDS
S-55
GLOBAL CLEARANCE AND SETTLEMENT
S-60
TAXATION
S-61
UNDERWRITING
S-65
LEGAL MATTERS
S-70
GENERAL INFORMATION
S-70
WHERE YOU CAN FIND MORE INFORMATION
S-71
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
S-72
TABLE OF CONTENTS
Prospectus
Pages
ABOUT THIS PROSPECTUS
2
FORWARD-LOOKING STATEMENTS
3
DATA DISSEMINATION
4
USE OF PROCEEDS
5
RATINGS
6
DESCRIPTION OF THE SECURITIES
7
Description of the Debt Securities
7
Description of the Warrants
16
Limitations on Issuance of Bearer Debt Securities
17
Ranking Provisions of the Debt Securities
18
COLLECTIVE ACTION SECURITIES
19
TAXATION
25
PLAN OF DISTRIBUTION
35
VALIDITY OF THE SECURITIES
37
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
38
EXPERTS; OFFICIAL STATEMENTS AND DOCUMENTS
39
FURTHER INFORMATION
40
S-i

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-65.
This document is only being distributed to and is only directed at (A) persons who are outside the United Kingdom and (B) persons in the United
Kingdom that are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation that are also (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) 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-1

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-2

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 650,000,000 0.250% global bonds due 2025 (the "2025 global bonds"), the
650,000,000 1.200% global bonds due 2033 (the "2033 global bonds"), and the
800,000,000 1.750% global bonds due (the "2041 global bonds" and, together with the
2025 global bonds and the 2033 global bonds, the "global bonds").
Interest
The 2025 global bonds will bear interest at 0.250% from April 28, 2021, payable annually
in arrears.
The 2033 global bonds will bear interest at 1.200% from April 28, 2021, payable annually
in arrears.
The 2041 global bonds will bear interest at 1.750% from April 28, 2021, payable annually
in arrears.
Issue Date
The 2025 global bonds: April 28, 2021.
The 2033 global bonds: April 28, 2021.
The 2041 global bonds: April 28, 2021.
Interest Payment Dates
With respect to each of the 2025 global bonds, the 2033 global bonds and the 2041 global
bonds:
April 28 of each year, payable to the persons who are registered holders thereof at the close
of business on the preceding April 23, 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. The first interest payment will be made
on April 28, 2022 in respect of the period from (and including) April 28, 2021 to (but
excluding) April 28, 2022.
Maturity Date
The 2025 global bonds: April 28, 2025
The 2033 global bonds: April 28, 2033
The 2041 global bonds: April 28, 2041
S-3

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 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.
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
S-4

provisions, which are described in the section entitled "Collective Action Securities," on
page 19 of the accompanying prospectus, 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.
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 will be 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.
S-5

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.
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 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-6

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. None of the underwriters shall have any responsibility for the application of the net cash proceeds from the sale of the global bonds.
S-7