IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES.

403  Download (0)

Full text

(1)

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES.

Important: You must read the following before continuing. The following applies to the offering circular following this page (“offering circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of this offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES 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, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN AN OFFERING CIRCULAR THAT WILL BE DISTRIBUTED TO YOU ON OR PRIOR TO THE CLOSING DATE AND NOT ON THE BASIS OF THE ATTACHED DOCUMENTS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

Confirmation of the Representation: In order to be eligible to view this offering circular or make an investment decision with respect to the securities, investors must not be located in the United States. This offering circular is being sent at your request and, by accepting the electronic mail and accessing this offering circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this electronic mail has been delivered is not located in the United States and that you consent to delivery of such offering circular by electronic transmission. You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this offering circular to any other person.

The materials relating to any offering of securities to which this offering circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that such offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, such offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Company (as defined in the offering circular) in such jurisdiction.

This offering circular has been sent to you in electronic format. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited (the “Arrangers”), the Dealers (as defined in the offering circular), any person who controls any Arranger or any Dealer, or any director, officer, employee or agent of any Arranger or any of the Dealers, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this offering circular distributed to you in electronic format and the hard copy version available to you on request from the Arrangers and the Dealers.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

(2)

VLL International, Inc.

(incorporated in the Cayman Islands with limited liability)

U.S.$1,000,000,000

Medium Term Note Programme

Unconditionally and Irrevocably Guaranteed By

Vista Land & Lifescapes, Inc.

(incorporated in the Philippines with limited liability)

and

the Subsidiary Guarantors

Under the Medium Term Note Programme described in this Offering Circular (the “Programme”), VLL International, Inc. (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”) unconditionally and irrevocably guaranteed (the “Guarantees”) by Vista Land & Lifescapes, Inc. (the “Company”) and the Subsidiary Guarantors as defined herein (collectively, the “Guarantors”). The Subsidiary Guarantors are wholly owned subsidiaries of the Company. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$1,000,000,000 (or its equivalent in other currencies), subject to increase as described herein. Approval in-principle has been granted by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and quotation for any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. Unlisted series of Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement (as defined herein) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST (or any other stock exchange). There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes will be approved. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Programme, the Notes, the Guarantees, the Issuer, the Guarantors and/or its subsidiaries. Investors are advised to read and understand the contents of this document before investing. If in doubt, investors should consult their advisers.

The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes (as defined herein) that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States or, in the case of Notes being offered or sold in reliance on Category 2 of Regulation S of the Securities Act, to, or for the account or the benefit of U.S. persons unless an exemption from the registration requirement of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale”.

The Notes of each Series issued in bearer form (“Bearer Notes”) will be represented on issue by a temporary global note in bearer form (each a “Temporary Bearer Global Note”) or a permanent global note in bearer form (each a “Permanent Bearer Global Note”). Notes in registered form (“Registered Notes”) will be represented by a global note in registered form (each a “Registered Global Note” and together with any Temporary Bearer Global Notes and Permanent Bearer Global Notes, the “Global Notes”), one Registered Global Note being issued in respect of each Noteholder ’s entire holding of Notes in registered form of one Series. Global Notes may be deposited on the relevant issue date with a common depositary on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking,société anonyme(“Clearstream, Luxembourg”), or with a sub-custodian for the Central Moneymarkets Unit Service (“CMU”) operated by the Hong Kong Monetary Authority. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Form of the Notes”.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, such rating will be specified in the relevant Pricing Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risks of investing in a particular issue of Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Note unless they understand and are able to bear risks associated with Notes. The principal risk factors that may affect the abilities of the Issuer and the Guarantors to fulfil their respective obligations in respect of the Notes are discussed under “Risk Factors” contained in this Offering Circular.

This Offering Circular is an advertisement and is not a prospectus for the purpose of EU Directive 2003/71/EC.

Global Coordinators and Arrangers

DBS Bank Ltd.

HSBC

Dealers

(3)

of their knowledge and belief (i) this Offering Circular contains all material information with respect to the Issuer, the Company and the Company’s subsidiaries taken as a whole (the Company and its subsidiaries collectively, the “Group”), and to the Notes, (ii) all statements of fact relating to the Issuer, the Company, the Group and to the Notes contained in this Offering Circular are in every material respect true and accurate and not misleading in any material respect, and that there are no other facts in relation to the Issuer, the Company, the Group and to the Notes the omission of which would in the context of the issue of the Notes make any statement in this Offering Circular misleading in any material respect, (iii) the statements of intention, opinion, belief or expectation with regard to the Issuer, the Company and the Group contained in this Offering Circular are honestly made or held and have been reached after considering all relevant circumstances and have been based on reasonable assumptions, and (iv) all reasonable enquiries have been made by the Issuer and the Company to ascertain such facts and to verify the accuracy of all such statements.

Each Tranche (as defined in “Summary of the Programme”) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as amended and/or supplemented by a document specific to such Tranche called a pricing supplement (the “Pricing Supplement”). This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Pricing Supplement. This Offering Circular shall be read and construed on the basis that such documents are incorporated in and form part of this Offering Circular.

The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Company, the Arrangers, the Dealers and the Trustee (as defined in the Conditions) to inform themselves about and to observe any such restrictions. None of the Issuer, the Company, the Arrangers, the Dealers or the Trustee represents that this Offering Circular or any Pricing Supplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action is being taken to permit a public offering of the Notes or the distribution of this Offering Circular or any Pricing Supplement in any jurisdiction where action would be required for such purposes. Accordingly, no Notes may be offered or sold, directly or indirectly, and none of this Offering Circular, any Pricing Supplement or any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. There are restrictions on the offer and sale of the Notes, and the circulation of documents relating thereto, in certain jurisdictions and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Notes and distribution of this Offering Circular and any Pricing Supplement, see “Subscription and Sale”.

No person has been authorised by the Issuer, the Company, the Arrangers, the Dealers, the Trustee or the Agents (as defined in the Conditions) to give any information or to make any representation other than those contained in this Offering Circular or any other document entered into in relation to the Programme and the sale of Notes and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantors, the Arrangers, any Dealer, the Trustee or any Agent. Neither the delivery of this Offering Circular or any Pricing Supplement nor any offering, sale or delivery made in connection with the issue of the Notes shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer, the Company, the Group or any of them since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or create any implication that the information contained herein is correct as at any date

(4)

amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantors, the Arrangers, the Dealers, the Trustee or the Agents to subscribe for or purchase any Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. No representation or warranty or undertaking, express or implied, is made or given and no responsibility or liability is accepted by the Arrangers, the Dealers, the Trustee or the Agents as to the accuracy, completeness or sufficiency of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer or the Company in connection with the Programme, and nothing contained or incorporated in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Arrangers, the Dealers, the Trustee or the Agents. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, the Company, the Arrangers, any of the Dealers, the Trustee or any of the Agents that any recipient of this Offering Circular should purchase any Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Notes should be based upon such investigations with its own tax, legal and business advisers as it deems necessary.

CONVENTIONS WHICH APPLY TO THIS OFFERING CIRCULAR

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to the “Philippines” are references to the Republic of the Philippines. All references to the “BSP” are references to Bangko Sentral ng Pilipinas, the central bank of the Philippines. All references to the “Government” herein are references to the government of the Republic of the Philippines. All references to “United States” or “U.S.” herein are to the United States of America. All references to “Philippine pesos” and “ P=” herein are to the lawful currency of the Philippines, and all references to

“U.S. dollars” or “U.S.$” herein are to the lawful currency of the United States. All references to the “PSE” are to the “Philippine Stock Exchange”. All references to the “Company” are to Vista Land and Lifescapes, Inc., and all references to the “Group” or “Vista Land” are to the Company and its subsidiaries. All references to the “Issuer” are to VLL International, Inc., a wholly owned subsidiary of the Company, incorporated in the Cayman Islands with limited liability. All references to “Brittany” are to Brittany Corporation; all references to “Camella Homes” are to Camella Homes, Inc.; all references to “Crown Asia” are to Crown Asia Properties, Inc.; all references to “Communities Philippines” are to Communities Philippines, Inc.; and all references to “Vista Residences” are to Vista Residences, Inc. All references to the “Villar Family” are to Mr. Manuel B. Villar, Jr., Ms. Cynthia A. Villar, and their children, Manuel Paolo, Mark and Camille Lydia. All references to “Fine” are to Fine Properties, Inc., a company controlled by the Villar Family. All references to “OFs” are to overseas Filipinos.

PRESENTATION OF FINANCIAL INFORMATION

The financial information included in this Offering Circular has been derived from the consolidated financial statements of the Company. Unless otherwise indicated, the description of the Company’s business activities in this Offering Circular is presented on a consolidated basis. Unless otherwise indicated, financial information in this Offering Circular has been prepared in accordance with Philippine Financial Reporting Standards (“PFRS”).

In this Offering Circular, references to “2014”, “2013”, and “2012” refer to the years ended 31 December 2014, 31 December 2013 and 31 December 2012, respectively. SyCip Gorres Velayo & Co.,

(5)

unqualified audit report on the Company’s consolidated financial statements as of 31 December 2014 and 2013 and for the years ended 31 December 2014, 2013 and 2012, in accordance with Philippine Standards on Auditing (PSA). The Company’s unaudited interim condensed consolidated financial statements as of 31 March 2015 and for the three months ended 31 March 2015 and 2014, prepared under Philippine Accounting Standard 34, Interim Financial Reporting (“PAS 34”), and included in this Offering Circular, have been reviewed by SGV & Co. in accordance with Philippine Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent

Auditor of the Entity (“PSRE 2410”). A review conducted in accordance with PSRE 2410 is

substantially less in scope than an audit conducted in accordance with PSA and, as stated in its review report appearing in this Offering Circular, SGV & Co. did not audit and does not express any opinion on such unaudited interim condensed consolidated financial statements included in this Offering Circular. Accordingly, the degree of reliance on its review report on such information should be restricted in light of the limited nature of the review procedures applied.

Unless otherwise indicated, the description of the Company’s business activities in this Offering Circular is presented on a consolidated basis. For further information on the Company’s corporate structure, see “Business — Overview”, “Business — History”, and “Business — Corporate Structure”. In this Offering Circular, references to “EBIT” are to consolidated net income before interest and other financing charges and provision for income taxes and excluding loss on settlement of loan, unrealised foreign exchange gain or loss and loss on writedown of available-for-sale financial assets, and references to “EBITDA” are to consolidated net income before interest and other financing charges, provision for income taxes, and depreciation and amortisation, and excluding loss on settlement of loans, foreign exchange losses — net and loss on writedown of available-for-sale financial assets. EBIT and EBITDA are not measures of performance under PFRS, and investors should not consider EBIT or EBITDA in isolation or as alternatives to net income as an indicator of the Company’s operating performance or to cash flow from operating, investing and financing activities as a measure of liquidity, or any other measures of performance under PFRS. Because there are various EBIT and EBITDA calculation methods, the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies.

For convenience, certain Philippine peso amounts have been translated into U.S. dollar amounts, based on the prevailing exchange rate on 31 March 2015 of P=44.796 = U.S.$1.00 being the average of

buying and selling rates of exchange for Philippine peso against U.S. dollar quoted by the BSP, and published in the major Philippine financial press on that date. Such translations should not be construed as representations that the Philippine peso or U.S. dollar amounts referred to could have been, or could be, converted into Philippine pesos or U.S. dollars, as the case may be, at that or any other rate or at all. For further information regarding rates of exchange between the peso and the U.S. dollar, see “Exchange Rate Information”. Figures in this Offering Circular have been subject to rounding adjustments. Accordingly, figures shown for the same item of information may vary and figures which are totals may not be an arithmetic aggregate of their components. On 29 May 2015, the BSP rate was P=44.650 = U.S.$1.00.

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR ANY PERSON(S) ACTING FOR IT) (THE “STABILISING MANAGER(S)”) IN THE APPLICABLE PRICING SUPPLEMENT MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF

(6)

BROUGHT TO AN END AFTER A LIMITED TIME. ANY STABILISATION ACTION OR OVERALLOTMENT MUST BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

BASIS FOR CERTAIN MARKET DATA

Market data and certain industry forecasts and other data used throughout this Offering Circular were obtained or derived from internal surveys, market research, governmental data, publicly available information and/or industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information are not guaranteed and have not been independently verified by the Issuer or the Guarantors or the Arrangers or the Dealers or the Trustee or the Agents. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and none of the Issuer, the Guarantors, the Arrangers, the Dealers, the Trustee or the Agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information. In addition, such information may not be consistent with other information compiled within or outside the Philippines.

(7)

The Company and Subsidiary Guarantors are organised under the laws of the Republic of the Philippines. All or a substantial portion of the Company’s and Subsidiary Guarantors’ assets are located in the Philippines. The Company and the Subsidiary Guarantors have consented to service of process in England. It may be difficult for investors to effect service of process outside of the Philippines upon the Company. Moreover, it may be difficult for investors to enforce judgments against the Company outside the Philippines in any actions pertaining to the Notes. In addition, all of the directors and the officers of the Company are residents of the Philippines, and all or a substantial portion of the assets of such persons are or may be located in the Philippines. As a result, it may be difficult for investors to effect service of process upon such persons, or to enforce against them judgments obtained in courts or arbitral tribunals outside the Philippines predicated upon the laws of jurisdictions other than the Philippines.

The Issuer is an exempted company incorporated under the laws of the Cayman Islands with limited liability. The Issuer has consented to service of process in England. It may be difficult for investors to effect service of process outside of the Cayman Islands upon the Issuer. Moreover, it may be difficult for investors to enforce judgments against the Issuer outside the Cayman Islands in any actions pertaining to the Notes. In addition, substantially all of the directors and the officers of the Issuer are residents of the Philippines, and all or a substantial portion of the assets of such persons are or may be located in the Philippines. As a result, it may be difficult for investors to effect service of process upon such persons, or to enforce against them judgments obtained in courts or arbitral tribunals outside the Cayman Islands predicated upon the laws of jurisdictions other than the Cayman Islands.

The Philippines is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments but is a signatory to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgments obtained against the Company in any foreign court may be recognised and enforced by the courts of the Philippines in an independent action brought in accordance with the relevant procedures set forth in the Rules of Court of the Philippines to enforce such judgment. However, such foreign judgment or final order may be rejected in the following instances: such judgment was obtained by collusion or fraud, the foreign court rendering such judgment did not have jurisdiction, such order or judgment is contrary to good customs, public order, or public policy of the Philippines, the Company did not have notice of the proceedings before the foreign court or such judgment was based upon a clear mistake of law or fact.

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in England or the Philippines, a judgment obtained in either jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment:

(a) is given by a foreign court of competent jurisdiction;

(b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c) is final;

(d) is not in respect of taxes, a fine or a penalty; and

(e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

(8)

This Offering Circular contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to:

➣ known and unknown risks;

➣ uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results; and

➣ performance or achievements expressed or implied by forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Among the important factors that could cause some or all of the assumptions not to occur or cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other things:

➣ the Company’s ability to successfully implement its strategy; ➣ the Company’s ability to successfully manage aggressive growth;

➣ changes in the Philippine real estate market and the demand for the Company’s housing and land development;

➣ the Company’s ability to maintain its reputation for on-time project completion; ➣ the condition and changes in the Philippine, Asian or global economies;

➣ future political instability in the Philippines;

➣ changes in interest rates, inflation rates and the value of the Philippine peso against the U.S. dollar and other currencies;

➣ changes in Government regulations, including tax laws, or licensing in the Philippines; and ➣ competition in the property investment and development industries in the Philippines.

Additional factors that could cause the Company’s actual results, performance or achievements to differ materially include, but are not limited to, those disclosed under “Risk Factors”. These forward-looking statements speak only as of the date of this Offering Circular. Each of the Issuer, the Guarantors, the Arrangers and the Dealers expressly disclaims any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, assumptions or circumstances on which any statement is based.

(9)

This Offering Circular should be read and construed in conjunction with: (i) each relevant Pricing Supplement;

(ii) all amendments and supplements from time to time to this Offering Circular; and

(iii) any annual or interim financial statements (whether audited or unaudited) of the Company that are appended to or circulated with this Offering Circular or are dated as at a date, or for a period ending, subsequent to those financial statements appearing elsewhere in this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents.

Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the Company’s registered office at 3rd Level Starmall Las Piñas, C.V. Starr Avenue, Philamlife Village, Pamplona, Las Piñas City 1746, Philippines and the specified office of the Paying Agent set out at the end of this Offering Circular.

SUPPLEMENTAL OFFERING CIRCULAR

Each of the Issuer and the Guarantors has given an undertaking to the Arrangers and the Dealers that in the event of (i) a significant new factor, material mistake or inaccuracy relating to information included in this Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the Issuer and/or the Guarantors which is material in the context of the Programme or the issue of any Notes or (iii) this Offering Circular otherwise coming to contain an untrue statement of a material fact or omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend this Offering Circular to comply with, or reflect changes in, the laws or regulations of the Cayman Islands, the Philippines or any other relevant jurisdiction, the Issuer and the Guarantors shall update or amend this Offering Circular (following consultation with the Arrangers and the Dealers and the relevant Dealer (if any)) by the publication of a supplement to it or a new Offering Circular, in each case in a form approved by the Arrangers and the Dealers.

(10)

Page

Summary . . . 1

Summary Consolidated Financial Information . . . 5

Summary of the Programme . . . 11

Risk Factors . . . 18

Form of the Notes . . . 48

Terms and Conditions of the Notes . . . 53

Form of Pricing Supplement . . . 127

Use of Proceeds . . . 139

Capitalisation . . . 140

Selected Consolidated Financial Information . . . 141

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . 147

Exchange Rate Information . . . 186

The Issuer . . . 187

Page Business . . . 188

Description of Indebtedness . . . 233

Regulatory and Environmental Matters . . . 236

Board of Directors and Executive Officers . . . 241

Related Party Transactions . . . 248

Principal Shareholders . . . 249

Book-entry Clearance Systems . . . 252

Taxation . . . 255

Subscription and Sale . . . 260

Legal Matters . . . 267

Independent Auditors . . . 268

General Information . . . 269 Index to Consolidated Financial

(11)

This summary highlights information contained elsewhere in this Offering Circular. This summary is qualified in its entirety by more detailed information and financial statements, including notes thereto, appearing elsewhere in this Offering Circular. Investors are recommended to read this entire Offering Circular carefully, including the Company’s consolidated financial statements and related notes and the section entitled “Risk Factors”.

OVERVIEW

Operating through its five distinct operating subsidiaries, Vista Land is the leading homebuilder in the Philippines. In 2012, 2013, 2014 and the three months ended 31 March 2015, the Company recorded consolidated revenues from real estate sales of P=16,335.6 million, P=20,024.6 million, P=22,235.4

million and P=6,057.2 million, respectively. Vista Land provides a wide range of housing products to

its customers across all income segments. Since it commenced operations, Vista Land has built about 300,000 homes over 3,504 hectares of land.

Vista Land harnesses 40 years of professional expertise in residential real estate development and believes it has established a nationwide presence, superior brand recognition and proven track record in homebuilding. Its projects include master-planned developments and stand-alone residential subdivisions which offer lots and/or housing and condominium units to customers in the low-cost and affordable, middle-income and high-end market segments. The Company has developed numerous “themed” housing and land development projects inspired by Mediterranean, Swiss, Italian, American, Caribbean and American Southern architecture and design. The Company believes that strict attention to detail in the execution of these themed communities helps to distinguish it from other companies, especially with respect to the high-end sector.

Vista Land’s primary business is the development and sale of horizontal real estate projects, which comprise residential lots and units in the high-end, middle-income, low-cost and affordable housing segments. In addition, Vista Land develops and sells vertical residential projects, including low- to high-rise condominium developments. See “Business — Business Strategy — Diversify Revenue Base”.

As of 31 March 2015, the Company’s developments could be found in 86 cities and municipalities in 35 provinces throughout the Philippines. For the first three months of 2015, the Company launched 13 developments in 13 cities and municipalities in 10 provinces located throughout the Philippines, including the Metro Manila and Mega Manila areas. The Company also has an extensive land bank available for future development. As of 31 March 2015, the Company’s land bank consisted of approximately 2,287.6 hectares of raw land, of which approximately 1,961.7 hectares were acquired directly by the Company and approximately 325.9 hectares (attributable to the Company) were acquired pursuant to joint venture agreements with land owners. See “Business — Project Developments and Ongoing Strategies — Joint Ventures”.

The Company operates through five distinct business units:

Brittany. Brittany caters to the high-end market segment in Mega Manila, offering luxury houses

in master-planned communities, priced at P=12.0 million and above. In 2004, Brittany also

ventured into the high-rise condominium segment with the launch of Viera at Muntinlupa City, Metro Manila and has since launched four more vertical projects. From 2012 to 31 March 2015, Brittany launched one project. As of 31 March 2015, Brittany had 19 on-going projects (including one leisure project) with an aggregate area of 238 hectares under development. For the three months ended 31 March 2015, Brittany recorded P=300.4 million in real estate revenues;

(12)

offering houses priced between P=4.0 million and P=12.0 million. Crown Asia had 32 projects

with an aggregate of 150.65 hectares under development as of 31 March 2015. From 2012 to 31 March 2015, Crown Asia launched six projects. For the three months ended 31 March 2015, Crown Asia recorded P=624.3 million in real estate revenues;

Camella Homes. For 40 years, Camella Homes has serviced the low-cost and affordable housing

segment (houses priced between P=0.8 million and P=4.0 million) in the Mega Manila area.

Camella Homes markets its houses primarily under the “Camella” brand. According to the April 2013 PSRC “MANA — UAI” Study, Camella was acknowledged as the most preferred brand overall in the Philippine housing market, with a brand awareness rate and brand preference rate of 99% and 51%, respectively. Camella Homes launched 46 projects from 2012 to 31 March 2015. In 2014, Camella launched a new brand, “Lumina Homes” to focus on the socialised housing portion of the low-cost and affordable housing segment. Lumina offers row-style town housing units at a prices between P=450,000 to P=1 million. As of 31 March 2015, Camella Homes

had 77 projects with an aggregate of 530.07 hectares under development. For the three months ended 31 March 2015, Camella Homes recorded P=1,469.9 million in real estate revenues;

Communities Philippines. Communities Philippines and its subsidiaries offer residential

properties outside the Mega Manila area in the low-cost and affordable and middle-income housing segments. The Company believes that Communities Philippines and its subsidiaries have the widest coverage of developments in the regions outside Mega Manila of any homebuilder in the Philippines. Communities Philippines offers housing under the “Camella” and “Crown Asia” brands and utilizes Camella Homes’ and Crown Asia’s expertise and designs to offer houses in areas outside of the Mega Manila area that it believes are on par, in terms of quality, with the developments in the Mega Manila area. Communities Philippines launched 59 projects from 2012 to 31 March 2015, and as of 31 March 2015, Communities Philippines and its subsidiaries had 147 projects comprising an aggregate of 1,175.62 hectares under development. These projects are located in 30 provinces covering most of the Philippines’ main urban areas, including Pangasinan, Pampanga, Iloilo, Cebu, Leyte, Misamis Oriental, Davao del Sur and General Santos. For the three months ended 31 March 2015, Communities Philippines and its subsidiaries recorded P=2,869.0 million in real estate revenues; and

Vista Residences. Vista Residences offers vertical residential projects in the Mega Manila area

in the low to high-end housing segments. Vertical home projects generally involve longer project development periods as well as facilities, amenities and other specifications not often found in horizontal homes. From 2012 to 31 March 2015, Vista Residences launched eight projects. As of 31 March 2015, Vista Residences had 50 on-going and completed vertical developments comprising an aggregate saleable area of 53.59 hectares. For the three months ended 31 March 2015, Vista Residences recorded P=793.5 million in real estate revenues.

In addition, the Company is currently developing Vista City, which is expected to be an integrated urban development that combines Lifestyle Retail, Prime Office Space, University Town, Themed Residential Developments, and Leisure components. The Vista City project covers a total of 1,500 hectares strategically located where Muntinlupa, Las Pinas, Cavite and Laguna meet.

In 2012, 2013, 2014 and for the three months ended 31 March 2015, respectively, Vista Land recorded: ➣ =P17,397.1 million, P=21,319.1 million, P=23,606.0 million and P=6,456.3 million of total

revenue; and

➣ =P4,385.7 million, P=5,062.5 million, P=5,709.6 million and P=1,643.3 million of net income.

As of 31 December 2013, 2014 and 31 March 2015, respectively, Vista Land had: ➣ =P84,529.6 million, P=106,843.4 million and P=111,272.5 million of total assets; and

(13)

low-cost and affordable housing market and two projects for the middle income. 33 of these projects are located in areas outside Metro Manila, including Agusan Del Norte, Bacolod, Batangas, Bohol, Bulacan, Butuan, Cebu, Dumaguete, General Santos City, Iloilo, Isabela, Laguna, Leyte, Negros Occidental, Nueva Ecija, Palawan, Pampanga, Quezon and Tarlac.

COMPETITIVE STRENGTHS

The Company is a dominant player in the residential property market. Its principal strengths, which are discussed in the succeeding sections of this Prospectus, may be summarized as follows:

➣ Market Leader in Horizontal Residential Projects in the Philippines, with Strong Brand Recognition and a Proven Track Record.

➣ Well Positioned to Take Advantage of Strong Housing Demand in the Philippines, Particularly in the Affordable Housing Segment.

➣ Diversified Product Offerings Catering to All Income Segments.

➣ Geographically Diverse Project Portfolio and Land Bank Across the Philippines, with Strong Nationwide Footprint.

➣ Uniquely Positioned to Capitalize on Resilient Demand from the Strong Overseas Filipino Market through its Global Marketing Network.

➣ Experienced Management Team. ➣ Prudent Financial Management. KEY STRATEGIES AND OBJECTIVES

The Company’s objective is to strengthen its market position in its primary residential house and lot business and its vertical residential business. The Company also intends to diversify its revenue streams, while also enhancing the value and attractiveness of its properties. The Company intends to achieve these objectives through the following strategies:

➣ Maintain Position as Market Leader

• Enhance the attractiveness of its projects;

• Expand into additional cities with growing economies;

• Continue to focus on key market segments; and

• More efficient execution of project development. ➣ Diversify Revenue Base

• Increasing focus on niche markets;

• Increasing mid-rise residential developments;

• Developing commercial centres within or near its residential developments; and

(14)

• Optimizing use of joint ventures for capital efficiency; and

• Focusing on diversifying funding sources. RECENT DEVELOPMENTS

In 2014, Prima Casa Land & Houses Inc. (formerly known as Lumina Homes, Inc.) became a wholly owned subsidiary of the Company. The carrying value of the net assets approximates its fair value, which is P=76.18 million, at the time the Group obtained control over the company.

In addition, as part of its reorganization, the Company also acquired Brittany Estates Corporation (“BEC”) from Starmalls, Inc. The carrying value of BEC on the date of purchase amounted to P=507.16

million.

ISSUER INFORMATION

The Issuer is an exempted company incorporated under the laws of the Cayman Islands with limited liability. The Issuer’s registered offices are located at Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O. Box 2804, Grand Cayman KY1-1112, Cayman Islands, and its telephone number at that address is +1 345 949 2648.

COMPANY INFORMATION

The Company is a Philippine corporation with its registered office located at 3rd Level Starmall Las Piñas, CV Starr Avenue, Pamplona, Las Piñas City, Philippines. The Company’s telephone number is +63-2-226-3552. The Company has been listed on the PSE since 2007. Its corporate website is http:// www.vistaland.com.ph. The information on the website is not incorporated by reference into this Offering Circular.

(15)

The following tables present summary consolidated financial information for the Company and should be read in conjunction with the auditors’ reports and with the Company’s consolidated financial statements and notes thereto contained in this Offering Circular. The summary historical consolidated statements of financial position data as of 31 December 2013 and 2014 and summary historical consolidated statements of comprehensive income for the years ended 31 December 2012, 2013 and 2014 set forth below have been derived from the audited consolidated financial statements, including the notes thereto, included elsewhere in this Offering Circular. The summary historical consolidated statement of financial position data as of 31 March 2015, and summary historical consolidated statements of comprehensive income and cash flows data for the three months ended 31 March 2014 and 2015 have been derived from the Company’s unaudited interim condensed consolidated financial statements, as reviewed by SGV & Co. in accordance with PSRE 2410 and included elsewhere in this Offering Circular. Unless otherwise stated, the Company has presented its consolidated financial results for annual and interim periods in accordance with PFRS and PAS 34, respectively. The information below is not necessarily indicative of the results of future operations.

Audited Unaudited

For the years ended 31 December

For the three m onths ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions, except for share figures)

STATEMENT OF

COMPREHENSIVE INCOME REVENUE

Real estate ... =P16,335.6 P=20,024.6 =P22,235.4 U.S.$496.4 =P5,486.2 =P6,057.2 U.S.$135.2

Interest income from instalment

contracts receivable ... 693.5 679.1 756.5 16.9 176.7 176.4 3.9 Miscellaneous income ... 368.0 615.4 614.1 13.7 164.0 222.7 5.0 17,397.1 21,319.1 23,606.0 527.0 5,826.9 6,456.3 144.1

COSTS AND EXPENSES

Costs of real estate sales ... 8,009.4 9,867.2 10,966.2 244.8 2,685.3 2,953.3 65.9 Operating expenses ... 3,983.6 4,883.7 5,451.0 121.7 1,219.9 1,418.0 31.7 11,993.0 14,750.9 16,417.2 366.5 3,905.2 4,371.3 97.6

OTHER INCOME (EXPENSES)

Interest income from

investments ... 235.1 282.0 412.0 9.2 102.2 125.4 2.8 Interest and other financing

charges ... (1,257.6) (1,334.7) (1,341.8) (30.0) (425.7) (412.0) (9.2) Others ... 112.7 (40.7) 19.8 0.5 (3.6) 0.4 0.0

(909.8) (1,093.4) (910.0) (20.3) (327.1) (286.2) (6.4)

INCOME BEFORE INCOME

TAX... 4,494.3 5,474.8 6,278.8 140.2 1,594.6 1,798.8 40.2

PROVISION FOR INCOME

TAX... 108.6 412.3 569.2 12.7 104.2 155.6 3.5

(16)

For the years ended 31 December

For the three m onths ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions, except for share figures)

OTHER COMPREHENSIVE INCOME (LOSS)

Cumulative translation

adjustments ... — (3.1) (11.8) (0.3) 2.6 (0.5) (0.0) Changes in fair value of AFS

financial assets ... — (8.6) (112.8) (2.5) 19.1 48.8 1.1 Unrecognized transition obligation ... — — (25.5) (0.6) — — — Actuarial gains/(losses) on pension... (10.1) 42.0 20.0 0.4 (28.3) 3.3 0.1 OTHER COMPREHENSIVE

INCOME, NET OF TAX... (10.1) 30.3 (130.3) (2.9) (6.6) 51.6 1.2

TOTAL COMPREHENSIVE

INCOME... =P4,375.6 P=5,092.8 =P5,579.3 U.S.$124.5 =P1,483.8 =P1,694.8 U.S.$37.8

Basic/diluted earnings per

share(2)... =P0.52 =P0.59 =P0.67 U.S.$0.01 =P0.18 =P0.19 U.S.$0.00

Notes:

(1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P=44.796 to U.S.$1.00 as of 31 March

2015. Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited.

(2) There were 8,404,830,614 shares outstanding as of 31 December 2012, 8,538,740,614 shares outstanding as of 31 December 2013, 8,538,740,614 shares outstanding as of 31 December 2014 and 8,538,740,614 shares outstanding as of 31 March 2015.

(17)

As of 31 December As of 31 March

2013 2014(1) 2015(1)

(in millions)

STATEMENT OF FINANCIAL POSITION(2)

ASSETS Current Assets

Cash and cash equivalents ... =P4,532.6 =P4,867.0 U.S.$108.6 =P5,430.2 U.S.$121.2

Short-term cash investments ... 1,056.7 4,381.3 97.8 4,050.4 90.4 Receivables ... 18,448.2 19,847.4 443.1 22,836.9 509.8 Held-to-maturity (HTM) investments ... 342.7 — — — — Due from related parties ... 200.4 581.1 13.0 623.0 13.9 Real estate inventories ... 15,473.3 17,769.1 396.7 18,893.2 421.8 Other current assets... 1,735.5 2,096.5 46.8 2,126.7 47.5 Total Current Assets ... 41,789.4 49,542.4 1,106.0 53,960.4 1,204.6

Noncurrent Assets

Noncurrent receivables ... 7,865.8 6,878.2 153.5 6,023.3 134.5 Long-term cash investments ... 5,038.8 — — — — Available-for-sale (AFS) financial assets ... 1,364.8 6,677.0 149.1 6,723.3 150.1 Held-to-maturity (HTM) investments ... 2,562.6 10,232.6 228.4 10,079.3 225.0 Investment properties ... 4,691.2 5,679.1 126.8 5,748.5 128.3 Land and improvements... 18,569.4 25,095.7 560.2 25,990.1 580.2 Property and equipment ... 307.5 351.6 7.8 423.0 9.4 Investments and advances in project

development costs ... 1,793.7 1,583.8 35.4 1,646.2 36.7 Deferred tax assets — net ... 39.3 203.0 4.5 99.4 2.2 Other noncurrent assets ... 507.1 600.0 13.4 578.9 12.9 Total Noncurrent Assets ... 42,740.2 57,301.0 1,279.2 57,312.0 1,279.4 Total Assets ... =P84,529.6 =P106,843.4 U.S.$2,385.1 =P111,272.4 U.S.$2,484.0 LIABILITIES AND EQUITY

Current Liabilities

Accounts and other payables ... =P6,381.4 =P6,682.3 149.2 7,400.9 165.2

Customers’ advances and deposits ... 1,695.3 2,685.8 60.0 2,221.7 49.6 Income tax payable ... 34.0 37.5 0.8 49.5 1.1 Current portion of:

Notes payable ... 729.4 2,804.5 62.6 4,456.6 99.5 Bank loans ... 1,414.4 3,385.0 75.6 4,787.9 106.9 Loans payable ... 527.1 512.8 11.4 658.7 14.7 Total Current Liabilities ... 10,781.6 16,107.9 359.6 19,575.3 437.0

Noncurrent Liabilities

Bank loans — net of current portion ... 7,046.7 5,589.4 124.8 7,347.2 164.0 Loans payable — net of current portion ... 2,622.1 2,180.1 48.7 1,888.5 42.1 Notes payable — net of current portion... 12,824.9 25,938.2 579.0 24,156.7 539.3 Pension liabilities ... 185.4 261.2 5.8 246.2 5.5 Deferred tax liabilities — net ... 1,506.0 1,487.9 33.2 1,409.4 31.5 Other noncurrent liabilities ... 1,037.5 2,186.5 48.8 1,862.1 41.6 Total Noncurrent Liabilities ... 25,222.6 37,643.3 840.3 36,910.1 824.0 Total Liabilities... 36,004.2 53,751.2 1,199.9 56,485.4 1,260.9

(18)

As of 31 December As of 31 March 2013 2014(1) 2015(1) (in millions) Equity Capital stock: Common stock ... 8,538.7 8,538.7 190.6 8,538.7 190.6 Preferred stock ... 33.0 33.0 0.7 33.0 0.7 Additional paid-in capital ... 19,455.0 19,455.0 434.3 19,455.0 434.3 Other comprehensive income ... 27.5 (102.8) (2.3) (51.2) (1.1) Retained earnings ... 20,471.2 25,168.3 561.8 26,811.5 598.5 Total Equity ... 48,525.4 53,092.2 1,185.2 54,787.0 1,223.0 Total Liabilities and Equity ... =P84,529.6 =P106,843.4 U.S.$2,385.1 =P111,272.4 U.S.$2,484.0

Note:

(1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P=44.796 to U.S.$1.00 as of 31 March

2015. Translation of peso amounts to U.S. dollars is provided for convenience only and is unaudited.

Audited Unaudited

As of and for the years ended 31 December

As of and for the three m onths ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions, except for ratios and percentages)

EBIT(2)... =P5,720.9 =P6,863.8 =P7,600.8 U.S.$169.7 =P2,023.9 =P2,210.4 U.S.$49.3

EBITDA(3)... 5,875.6 7,098.9 7,895.7 176.3 2,087.1 2,284.5 51.0 Total debt(4)... 14,922.5 22,015.4 37,717.2 842.0 23,637.5 40,748.3 909.6 Net debt(5)... 7,389.4 7,158.7 11,600.8 259.0 7,859.6 14,506.5 323.8 Gross margin (%)(6)... 51% 51% 51% 51% 51% 51% 51% Debt-to-total capitalisation ratio (%)(7)... 25% 31% 42% 42% 32% 43% 43% Debt-to-EBITDA ratio(8)... 2.5 3.1 4.8 4.8 3.2 5.0 5.0

Net debt to EBITDA ratio(9). 1.3 1.0 1.5 1.5 1.1 1.8 1.8

Total liabilities-to-total equity ratio (%) ... 63% 74% 101% 101% 77% 103% 103% Current assets-to-current liabilities ratio ... 2.2 3.9 3.1 3.1 3.1 2.8 2.8 Debt-to-equity(10)... 0.34 0.45 0.71 0.71 0.47 0.74 0.74 Net debt-to-equity(11)... 0.17 0.15 0.22 0.22 0.16 0.26 0.26 Debt-to-assets(12)... 20.9% 26.0% 35.3% 35.3% 26.7% 36.6% 36.6% EBITDA to fixed charges(13)... 4.0 3.7 2.9 2.9 3.7 2.8 2.8 Notes:

(1) Amounts in Philippine pesos were converted to U.S. dollars using the BSP Rate of P=44.796 to U.S.$1.00 as of 31 March

(19)

and excluding loss on settlement of loans, foreign exchange losses — net and loss on writedown of available-for-sale financial assets. The following table sets forth further information with respect to the computation of EBIT for 2012, 2013 and 2014 and the three months ended 31 March 2014 and 2015:

For the years ended 31 December

For the three m onths ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions)

EBIT

Consolidated net income ... =P4,385.7 =P5,062.5 =P5,709.6 U.S.$127.5 P=1,490.4 =P1,643.3 U.S.$36.7

Interest and other financing

charges ... 1,257.6 1,334.7 1,341.8 30.0 425.7 412.0 9.2 Foreign exchange losses (gains) . (31.0) 54.3 (19.8) (0.4) 3.6 (0.5) (0.0) Provision for income tax ... 108.6 412.3 569.2 12.7 104.2 155.6 3.5

P

=5,720.9 =P6,863.8 =P7,600.8 U.S.$169.7 P=2,023.9 =P2,210.4 U.S.$49.3

(3) EBITDA is computed as EBIT, as defined in this Offering Circular, before depreciation and amortisation. The following table sets forth further information with respect to the computation of EBITDA for 2012, 2013 and 2014 and the three months ended 31 March 2014 and 2015:

For the years ended 31 December

For the three m onths ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions)

EBITDA

EBIT ... =P5,720.9 P=6,863.8 =P7,600.8 U.S.$169.7 =P2,023.9 =P2,210.4 U.S.$49.3

Depreciation and

amortization ... 154.7 235.1 294.9 6.6 63.2 74.1 1.7 P

=5,875.6 P=7,098.9 =P7,895.7 U.S.$176.3 =P2,087.1 =P2,284.5 U.S.$51.0

(4) Total debt computed as current and noncurrent portions of bank loans and notes payable.

(5) Net debt computed as total debt (as defined above) less the sum of consolidated cash and cash equivalents, short-term investments and long-term cash investments, available-for-sale financial assets (quoted) and held-to-maturity investments.

(6) Represents gross profit (computed as real estate revenue less cost of real estate) as a percentage of real estate revenue. (7) Computed as total debt (as defined above) divided by total debt plus total equity.

(8) Computed as total debt (at end of period) divided by EBITDA (last 12 months up to end of period):

For the years ended 31 December

As of and for the years ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions)

Total debt... =P14,922.5 P=22,015.4 =P37,717.2 U.S.$842.0 =P23,637.5 =P40,748.3 U.S.$909.6

EBITDA... 5,875.6 7,098.9 7,895.7 176.3 7,326.0(14) 8,093.1(14) 180.7 Debt-to-EBITDA ratio... 2.5 3.1 4.8 4.8 3.2 5.0 5.0

(20)

For the years ended 31 December

As of and for the years ended 31 March

2012 2013 2014(1) 2014 2015(1)

(in millions)

Net debt ... =P7,389.4 P=7,158.7 =P11,600.8 U.S.$259.0 =P7,859.6 =P14,506.5 U.S.$323.8

EBITDA... 5,875.6 7,098.9 7,895.7 176.3 7,326.0(14) 8,093.1(14) 180.7 Net debt-to-EBITDA ratio.. 1.3 1.0 1.5 1.5 1.1 1.8 1.8

(10) Debt-to-equity ratio is computed by dividing total debt by total equity. (11) Net debt-to-equity ratio is computed by dividing net debt by total equity. (12) Debt-to-assets ratio is computed by dividing total debt by total assets.

(13) Computed using the latest four quarters EBITDA amounting to P=7,326.0 million for 2014 and P=8,093.1 million for 2015

and fixed charges amounting to P=1,994.2 million for 2014 and P=2,858.4 million for 2015. Fixed charges are interest

payments related to the interest-bearing debt including interest expense and capitalized interest.

(14) Computed as EBITDA for the three months ended 31 March 2014 and 2015 plus EBITDA for the last nine months of prior year:

For the years ended 31 March

2014 2015(1)

(in millions)

EBITDA for the first three months ... =P2,087.1 P=2,284.5 U.S.$51.0

EBITDA for the last nine months of prior year... 5,238.9* 5,808.6** 129.7 P

=7,326.0 P=8,093.1 U.S.$180.7

* Computed as EBITDA for the year ended 31 December 2013 less EBITDA for the three months ended 31 March 2013 amounting P=7,098.9 million and P=1,860.0 million, respectively.

** Computed as EBITDA for the year ended 31 December 2014 less EBITDA for the three months ended 31 March 2014 amounting P=7,895.7 million and P=2,087.1 million, respectively.

(21)

The following is a general summary of the terms of the Notes issued under the Programme. The following summary is qualified in its entirety by the remainder of this Offering Circular. This summary must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of the Offering Circular as a whole, including any information incorporated by reference. Phrases used in this summary and not otherwise defined shall have the meanings given to them in “Terms and Conditions of the Notes”.

Issuer ... VLL International, Inc., an exempted company incorporated under the laws of the Cayman Islands. Company... Vista Land & Lifescapes, Inc., a company incorporated

under the laws of the Republic of the Philippines. Guarantors ... The Company and the Subsidiary Guarantors.

Subsidiary Guarantors ... Brittany Corporation, Camella Homes, Inc., Crown Asia Properties, Inc., Communities Philippines, Inc. and Vista Residences, Inc.

Description ... Medium Term Note Programme.

Size ... Up to U.S.$1,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time. The Issuer, the Company and the Subsidiary Guarantors may increase the aggregate nominal amount of the Programme in accordance with the terms of the Programme Agreement.

Global Coordinators and Arrangers .. DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited.

Dealers ... DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited and any other Dealer appointed in accordance with the Programme Agreement (as defined under “Subscription and Sale”).

The Issuer, the Company and the Subsidiary Guarantors may from time to time terminate the appointment of any dealer under the Programme or appoint dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Offering Circular to “Dealers” are to all persons appointed as a dealer in respect of one or more Tranches or the Programme.

Certain Restrictions ... Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see “Subscription and Sale”) including the following restriction applicable at the date of this Offering Circular.

(22)

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000, as amended (including by the Financial Services Act 2012 (“FSA”)) (“FSMA”) unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see “Subscription and Sale”.

Trustee and CMU Lodging and

Paying Agent ... Citicorp International Limited. Issuing and Paying Agent and

Transfer Agent ... Citibank, N.A., London Branch.

Registrar ... Citigroup Global Markets Deutschland AG.

Method of Issue ... The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest and/or the issue price), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “Tranche”) on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the pricing supplement (the “Pricing Supplement”).

Issue Price ... Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments.

Form of Notes... The Notes will be issued in bearer or registered form as described in “Form of the Notes”. Registered Notes will not be exchangeable for Bearer Notes and vice versa. Clearing Systems ... Clearstream, Luxembourg, Euroclear, the CMU and, in

relation to any Tranche, such other clearing system as may be agreed between the Issuer, the Issuing and Paying Agent, the Trustee and the relevant Dealer(s).

(23)

Note representing the Notes may be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or deposited with a sub-custodian for the CMU. Global Notes may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Trustee, the Issuing and Paying Agent and the relevant Dealer. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of, or in the name of nominees or a common nominee for, such clearing systems.

Currencies... Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer, the Company, the Subsidiary Guarantors and the relevant Dealer(s).

Maturities ... Subject to compliance with all relevant laws, regulations and directives, any maturity as may be agreed between the Issuer, the Company, the Subsidiary Guarantors and the relevant Dealer(s).

Specified Denomination ... Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) save that the minimum denomination of each Note will be such as may be allowed or required from time to time by the central banks (or equivalent body) or any laws or regulations applicable to the relevant currency (see “Certain Restrictions” above).

Fixed Rate Notes ... Fixed interest will be payable in arrear on such date or dates as may be agreed between the Issuer and the relevant Dealer(s) and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s).

Floating Rate Notes ... Floating Rate Notes will bear interest determined separately for each Series as follows:

(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or

(ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or

(iii) on such other basis as may be agreed between the Issuer and the relevant Dealer.

(24)

Supplement.

Zero Coupon Notes ... Zero Coupon Notes (as defined in “Terms and Conditions of the Notes”) may be issued at their nominal amount or at a discount to it and will not bear interest.

Dual Currency Notes... Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes (as defined in “Terms and Conditions of the Notes”) will be made in such currencies, and based on such rates of exchange as the Issuer and the relevant Dealer(s) may agree and as may be specified in the relevant Pricing Supplement.

Index Linked Notes ... Payments of principal in respect of Index Linked Redemption Notes (as defined in “Terms and Conditions of the Notes”) or of interest in respect of Index Linked Interest Notes (as defined in “Terms and Conditions of the Notes”) will be calculated by reference to such index and/or formula or to changes in prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer(s) may agree and as may be specified in the relevant Pricing Supplement.

Interest Periods and Interest Rates ... The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Pricing Supplement.

Ranking ... The Notes will be unsecured and will be the direct, unconditional and unsubordinated obligations of the Issuer. The Guarantees will be the direct, unconditional, unsubordinated and unsecured obligation of the Guarantors.

The Notes will rank at leastpari passuwith all existing and future unsecured obligations of the Issuer. The Guarantees will rank at least pari passu with all existing and future unsubordinated and unsecured obligations of the Guarantors.

Figure

Updating...

References

Related subjects :