International Container Terminal Service : MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared a

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared a

Thursday, Jan 11, 2018

On January 10, 2018, International Container Terminal Services, Inc. ('ICTSI') and Royal Capital B.V. (the 'Issuer'), successfully priced a US$350 million offering of senior guaranteed perpetual capital securities, guaranteed by ICTSI and structured to constitute equity under International Financial Reporting Standards or IFRS (the 'Perpetual Securities'). This represents ICTSI's first fixed-for-life senior perpetual capital securities, following 4 successful senior perpetual capital securities issuances, which have step-ups, priced between 2011 and 2016. On January 11, 2018, ICTSI re-opened the books for an additional tap of US$50 million and were priced at par to yield 5.875% per annum, bringing the total offering size to US$400 million.

The Perpetual Securities confer a right to receive distributions at a rate of 5.875% per annum (in arrears on 5 May and 5 November of each year) and were priced at par to yield 5.875% per annum.

The PerpetualSecurities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of theIssuer, who will have the right to redeem the Perpetual Securities on May 5, 2022 and any distribution payment date after the May 5, 2022.

Consistent with the requirements for equity under IFRS, the Issuer may resolve, at its sole discretion, to defer payment of distribution otherwise payable on a distribution payment date. The Issuer intends to use proceeds from the offer of Perpetual Securities for financing of acquisitions and capital expenditures and for general corporate purposes.

The Perpetual Securities were also widely distributed, on a consolidated basis, with fund managers accounting for 53%, banks for 13%, insurance/pension funds for 7%, and private banks for 27%. By geography, Asia took up 75% with Europe at 13% and offshore U.S. at 12%.

The Perpetual Securities brings additional liquidity for ICTSI and allows ICTSI to further strengthen its practice of prudent capital management to better match its long-term port concessions.

The transaction is significant given ICTSI is the first ASEAN issuer ever to have offered equity-accounted fixed-for-life senior perpetual securities in the international debt capital market. Despite volatile rates during the days leading up to the pricing date, numerous new issuance in the debt capital market and a relatively aggressive structure, ICTSI was able to garner significant support for this transaction, highlighting the confidence that investors have in ICTSI.

ICTSI Senior Vice President and Chief Financial Officer Rafael J. Consing, Jr. remarked, 'We are pleased with the success of the new issue of fixed-for-life senior perpetual securities. This transaction is part of our strategy of prudent and value accretive capital and risk management, while further extending the duration of our liabilities to be in line with our concessionary assets. It similarly provides additional liquidity in the context of ICTSI's growth strategy.'

'This is a landmark transaction as the first ASEAN issuer ever to have offered equity-accounted fixed-for-life senior perpetual securities in the international debt capital market. Standard Chartered is privileged to be among the Joint Lead Managers for the New Perpetual Securities issuance as we have been supportive with a number of issuances of ICTSI in the past,' said Lynette V. Ortiz, Chief Executive Officer.

Citigroup, Credit Suisse and Standard Chartered Bank acted as Joint Lead Managers for the New Perpetual
Securities issuance.

ICTSI currently owns and operates a total of 31 container terminal facilities in 18 countries, with a focus on facilities having total annual throughputs ranging from 50,000 to 2,500,000 twenty-foot equivalent units,
(TEUs).

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the Philippines. The New Perpetual Securities have not been and will not be registered with the

Philippine Securities and Exchange Commission under the Securities Regulation Code of the Philippines (the 'SRC'). Each Joint Lead Manager and Joint Bookrunner has represented, warranted and agreed that it has not and will not sell or offer for sale or distribution any New Perpetual Securities in the Philippines except to 'primary institutional lenders' pursuant to Rule 10.1.4 of the 2015 Implementing Rules and Regulations of the SRC ('SRC Rules') or to 'qualified buyers' pursuant to Section 10.1(I) of the SRC.

Any offer or sale of the New Perpetual Securities to 'primary institutional lenders' (but subject to compliance with the conditions under Rule 10.1.4 of the SRC Rules) or to 'qualified buyers' may be exempt from registration under the SRC and the SRC Rules. The Issuer has not obtained and does not plan to obtain any confirmation of exemption from the Philippine Securities and Exchange Commission in respect of any offer or sale of the New Perpetual Securities within the Philippines.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Perpetual Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or the securities laws of any state of the United States or other jurisdiction. The Perpetual Securities will be offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States absent registration or an exemption from registration under the Securities Act. Neither of the Issuer nor ICTSI intends to register any of their securities in the United States. No public offering of securities of the Issuer or ICTSI will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared a

Thursday, Jan 11, 2018

On January 10, 2018, International Container Terminal Services, Inc. ('ICTSI') and Royal Capital B.V. (the 'Issuer'), successfully priced a US$350 million offering of senior guaranteed perpetual capital securities, guaranteed by ICTSI and structured to constitute equity under International Financial Reporting Standards or IFRS (the 'Perpetual Securities'). This represents ICTSI's first fixed-for-life senior perpetual capital securities, following 4 successful senior perpetual capital securities issuances, which have step-ups, priced between 2011 and 2016. On January 11, 2018, ICTSI re-opened the books for an additional tap of US$50 million and were priced at par to yield 5.875% per annum, bringing the total offering size to US$400 million.

The Perpetual Securities confer a right to receive distributions at a rate of 5.875% per annum (in arrears on 5 May and 5 November of each year) and were priced at par to yield 5.875% per annum.

The PerpetualSecurities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of theIssuer, who will have the right to redeem the Perpetual Securities on May 5, 2022 and any distribution payment date after the May 5, 2022.

Consistent with the requirements for equity under IFRS, the Issuer may resolve, at its sole discretion, to defer payment of distribution otherwise payable on a distribution payment date. The Issuer intends to use proceeds from the offer of Perpetual Securities for financing of acquisitions and capital expenditures and for general corporate purposes.

The Perpetual Securities were also widely distributed, on a consolidated basis, with fund managers accounting for 53%, banks for 13%, insurance/pension funds for 7%, and private banks for 27%. By geography, Asia took up 75% with Europe at 13% and offshore U.S. at 12%.

The Perpetual Securities brings additional liquidity for ICTSI and allows ICTSI to further strengthen its practice of prudent capital management to better match its long-term port concessions.

The transaction is significant given ICTSI is the first ASEAN issuer ever to have offered equity-accounted fixed-for-life senior perpetual securities in the international debt capital market. Despite volatile rates during the days leading up to the pricing date, numerous new issuance in the debt capital market and a relatively aggressive structure, ICTSI was able to garner significant support for this transaction, highlighting the confidence that investors have in ICTSI.

ICTSI Senior Vice President and Chief Financial Officer Rafael J. Consing, Jr. remarked, 'We are pleased with the success of the new issue of fixed-for-life senior perpetual securities. This transaction is part of our strategy of prudent and value accretive capital and risk management, while further extending the duration of our liabilities to be in line with our concessionary assets. It similarly provides additional liquidity in the context of ICTSI's growth strategy.'

'This is a landmark transaction as the first ASEAN issuer ever to have offered equity-accounted fixed-for-life senior perpetual securities in the international debt capital market. Standard Chartered is privileged to be among the Joint Lead Managers for the New Perpetual Securities issuance as we have been supportive with a number of issuances of ICTSI in the past,' said Lynette V. Ortiz, Chief Executive Officer.

Citigroup, Credit Suisse and Standard Chartered Bank acted as Joint Lead Managers for the New Perpetual
Securities issuance.

ICTSI currently owns and operates a total of 31 container terminal facilities in 18 countries, with a focus on facilities having total annual throughputs ranging from 50,000 to 2,500,000 twenty-foot equivalent units,
(TEUs).

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the Philippines. The New Perpetual Securities have not been and will not be registered with the

Philippine Securities and Exchange Commission under the Securities Regulation Code of the Philippines (the 'SRC'). Each Joint Lead Manager and Joint Bookrunner has represented, warranted and agreed that it has not and will not sell or offer for sale or distribution any New Perpetual Securities in the Philippines except to 'primary institutional lenders' pursuant to Rule 10.1.4 of the 2015 Implementing Rules and Regulations of the SRC ('SRC Rules') or to 'qualified buyers' pursuant to Section 10.1(I) of the SRC.

Any offer or sale of the New Perpetual Securities to 'primary institutional lenders' (but subject to compliance with the conditions under Rule 10.1.4 of the SRC Rules) or to 'qualified buyers' may be exempt from registration under the SRC and the SRC Rules. The Issuer has not obtained and does not plan to obtain any confirmation of exemption from the Philippine Securities and Exchange Commission in respect of any offer or sale of the New Perpetual Securities within the Philippines.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Perpetual Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or the securities laws of any state of the United States or other jurisdiction. The Perpetual Securities will be offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States absent registration or an exemption from registration under the Securities Act. Neither of the Issuer nor ICTSI intends to register any of their securities in the United States. No public offering of securities of the Issuer or ICTSI will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.