Bank of Commerce 1.5Y Series E and 3Y Series F Fixed Rate Bonds
This communication should be read as an introduction to the Preliminary Prospectus. Any decision to invest in the securities should be based on a consideration of the Preliminary Prospectus, including risk factors, as a whole by the investor.
Indicative Terms and Conditions
| Issuer | Bank of Commerce (“BankCom”, the “Bank”, or the “Issuer”) | |
| Issue | PHP-denominated 1.5-year fixed-rate Series E Bonds due 2028, and 3-year fixed-rate Series F Bonds due 2029 with an aggregate principal amount of PHP 5.0 Billion, with an oversubscription option. | |
| Use of Proceeds | Proceeds from the Offer shall be used for (1) management of the Bank’s net interest margin—matching long-term assets with long-term funding to reduce the Bank’s interest rate risk; (2) diversification of funding sources—more stable funding source for the Bank; and (3) general corporate purposes. | |
| Form and Denomination | The Bonds shall be issued in scripless form in denominations of PHP 100,000 each, as a minimum, and in multiples of PHP 50,000 thereafter, and traded in denominations of PHP 50,000 in the secondary market. | |
| Issue Price | Par or 100% of face value. | |
| Series | Series E | Series F |
| Tenor | 1.5-Year | 3-Year |
| Benchmark | Interpolated 1.5-Year BVAL | 3-Year BVAL |
| Coupon Rate | 6.9882% | 7.6563% |
| Redemption Option | If as a result of a change in law, rule or regulation (or in the interpretation of any of the foregoing) either: (i) payments under any tranche of the Bonds become subject to additional or increased taxes other than those applicable as of the relevant Issue Date; (ii) the Issuer becomes subject to increased reserve requirements against obligations that include such tranche of the Bonds, and such additional or increased taxes or increased reserve requirements cannot be avoided by the use of reasonable measures available to the Issuer; or (iii) if any of the transaction documents (or any provision thereof) becomes invalid, illegal, or unenforceable to the extent that it becomes unlawful for the Issuer enforce its rights or comply with its obligations thereunder, or the Issuer is prevented or restrained from performing its obligations under the transaction documents, then subject to the applicable regulations, the Issuer may, at its option, redeem all (but not less than all) of the tranche of the Bonds affected by any of the foregoing events on any Interest Payment Date. | |
| Interest Payment | Quarterly payment; 30/360-day count basis for both the Series E Bonds and Series F Bonds. | |
| Issuer Rating | PRS Aa plus (corp.) with a Stable Outlook from Philippine Rating Services Corporation (“PhilRatings”) | |
| Registrar and Paying Agent | Philippine Depository & Trust Corp. (“PDTC”) | |
| Trust Fee (ALL Bookings via DIMA) | 20 bps for new DIMA accounts; existing rate for existing clients. | |
Tax Considerations
| Individuals | Under the Tax Code, as amended by Republic Act No. 12214 or the Capital Markets Efficiency Promotion Act (“CMEPA”), which took effect on 1 July 2025, interest income earned by individual citizens (resident or non-resident), resident aliens, and non-resident aliens engaged in trade or business in the Philippines as holders of the Bonds will be subject to a 20% final withholding tax (“FWT”), regardless of the tenor of the instrument. Interest income of non-resident aliens not engaged in trade or business in the Philippines shall be subject to an FWT of 25%. |
| Uniform 20% final withholding tax under the CMEPA | Under the CMEPA, a uniform 20% FWT applies to interest income regardless of the instrument’s nature or tenor. Both the Series E Bonds and the Series F Bonds have tenors of less than five (5) years, and the long-term instrument exemption referenced in prior BankCom bond offerings no longer applies. |
| Corporations | Interest income received by domestic and resident foreign corporations shall generally be subject to a final withholding tax of 20%. Interest income received by non-resident foreign corporations not engaged in trade or business in the Philippines shall generally be subject to a final withholding tax of 25%, subject to applicable tax treaty rates. |
Indicative Timetable
| Public Offer Period | October 26 to November 4, 2026 |
| Target Listing and Issue Date | [November 11, 2026] |
Learn more about this offering by clicking this link Offering Circular BankCom Peso Bond Programme
*The above indicative timetable is subject to change depending on, among others, market conditions, and other relevant circumstances. The Company and the Joint Lead Arrangers and Bookrunners reserve the right to revise the timetable at any time and will advise you as soon as practicable of any changes.
THE BONDS ARE EXEMPT FROM REGISTRATION UNDER SECTION 9.1(E) OF THE SECURITIES REGULATION CODE (REPUBLIC ACT NO. 8799) AND CONSEQUENTLY, HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”). THE OFFER, SALE, AND PURCHASE OF THE BONDS ARE SUBJECT TO APPLICABLE REGULATIONS OF THE BANGKO SENTRAL NG PILIPINAS AND THE SEC.
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