San Miguel Corporation Series 2-V, Series 2-W & Series 2-X Preferred Shares
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 | San Miguel Corporation (“SMC”, or the “Company”) | ||
| Instrument and Offer Size | Cumulative, non-voting, non-participating, non-convertible, redeemable, re-issuable PHP-denominated perpetual preferred shares, consisting of a Base Offer of 266,666,600 Series 2 Preferred Shares and an Oversubscription Option of 133,333,400 Series 2 Preferred Shares | ||
| Use of Proceeds | The net proceeds from the will be used for [the (i) refinancing of existing short-term loans incurred to redeem Series 2-I Preferred Shares on March 2026; (ii) repayment of Series C and Series J Bonds maturing in March 2027; and/or (iii) to make additional investments in the infrastructure business, including the Manila International Airport and other airport related projects in Bulakan, Bulacan. | ||
| Form and Minimum Subscription | The Offer Shares will be issued in scripless form, with minimum subscription of 500 Offer Shares, and thereafter, in multiples of 10 Offer Shares. | ||
| Issue Price | PHP75.00 per share | ||
| Series | Series 2-V | Series 2-W | Series 2-X |
| Tenor | Non-call 3 Step-Up 5.5 | Non-call 5 Step-Up 7 | Non-call 7 Step-Up 10 |
| Final Rate | 8.0401% | 8.3570% | 8.6483% |
| Optional Redemption | Option to redeem in whole (but not in part), of outstanding shares on: | ||
| The 3rd anniversary of the Issue Date and any Dividend Payment Date thereafter | The 5th anniversary of the Issue Date and any Dividend Payment Date thereafter | The 7th anniversary of the Issue Date and any Dividend Payment Date thereafter | |
| Dividend Rate Step-Up Date |
5.5th anniversary of the Issue Date | 7th anniversary of the Issue Date | 10th anniversary of the Issue Date |
| Step-Up Dividend Rate | Unless the Offer Shares are redeemed by the Issuer on their relevant Step-Up Dates, the dividends on each subseries will be the higher of (i) the applicable Initial Dividend Rate; and (ii) the 3-day simple average of: | ||
| 10Y PHP BVAL + 3.00% | 15Y PHP BVAL + 3.00% | 20Y PHP BVAL + 3.00% | |
| Dividend Payments | Calculated on a 30/360-day basis and shall be paid quarterly in arrears | ||
| Dividend Period | The current dividend periods are September 21 to December 20; December 21 to March 20; March 21 to June 20; and June 21 to September 20.
To align the Offer Shares with the existing Series 2 Preferred Shares, the first Dividend Period of the Offer Shares will be adjusted. Assuming the Issue Date is July 31, 2026, the first Dividend Period will run from July 31, 2026 to September 20, 2026. The last Dividend Period will depend on the Optional Redemption Date. For example: i.If the Series 2-V Preferred Shares are redeemed on the 3rd anniversary of the Issue Date (July 31, 2029), the last Dividend Period will be June 21, 2029 to July 31, 2029. ii.If redeemed on the last day of a Dividend Period after the 3rd anniversary of the Issue Date (December 20, 2029), the last Dividend Period will be September 21, 2029 to December 20, 2029. iii.If redeemed five years and six months from the Issue Date (January 31, 2032), the last Dividend Period will be December 21, 2031 to January 31, 2032. |
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| Listing | Philippine Stock Exchange | ||
Indicative Timetable
|
Deadline of Reservations |
August 3, 2026, 12noon |
|
Dividend Rate Setting Date |
July 13, 2026 |
|
Public Offer Period |
July 15 to 23, 2026 |
|
Issue and Listing Date |
August 3, 2026 |
Learn more about this offering by clicking this link Prospectus and Registration Statement
*The above indicative timetable is subject to change depending on, among others, market conditions, receipt of regulatory approvals and other relevant circumstances.
** Preferred Shares are not deposit instruments and not PDIC insured.
***This text is for information only and does not constitute an offer to sell or a solicitation of an offer to buy.
A REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE THEREBY, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OF COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY.
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