NOTICE
Subject Philippine Estates Corporation: Stock Rights Offering - Additional Listing
Company Name Philippine Estates Corporation
Security Details
Type of Security Stock Symbol Par Value
Common Shares PHES Php1.00
Type of Transaction Stock Rights Offering
Reference(s) LN00369-2021 and LN00370-2021 both dated December 3, 2021
Ratio One Rights Share for every One Common Share held
Ex-Date Nov 26, 2021
Record Date Dec 2, 2021
Offer Price Php1.00
Payment Terms Please see below.
Summary of the SRO Results
Stock Symbol No. of Rights Shares
First Round PHES 583,863,590
Second Round PHES 210,000,000
Underwriter's Take-up (if applicable) PHES -
Date of Approval of Increase in Capital Stock (if applicable) N/A
Rights Shares to be Listed
Stock Symbol No. of Rights Shares to be Listed
PHES 11,252,000
Fully-Paid and Tradable Rights Shares
Stock Symbol No. of Rights Shares
PHES 11,252,000
Listing Date Dec 24, 2021

Adjustments

Issued Shares (if applicable)
Type of Security / Stock Symbol Before After
PHES 1,445,549,830 2,891,099,660
Outstanding Shares (if applicable)
Type of Security / Stock Symbol Before After
PHES 2,891,099,660 2,891,099,660
Listed Shares
Type of Security / Stock Symbol Before After
PHES 1,445,549,828 1,456,801,830
Other Relevant Information

As of December 22, 2021, the Company has complied with the applicable listing requirements of the Exchange.

The Rights Offer Period ended December 13, 2021 and the Company advised the Exchange on the results of the Offer, supported by a Sworn Corporate Secretary's Certificate dated December 22, 2021 attesting to the following:

Number of Rights Shares subscribed in the First Round: 583,863,590
Number of Rights Shares subscribed in the Second Round: 210,000,000
Number of Rights Shares taken up by The Wellex Group, Inc., the Principal Shareholder: 651,686,240

This certificate further stated that:

"… the Offer Shares have been fully subscribed with 16,220,900 rights shares are fully paid and 1,429,328,930 rights shares are partially paid. Of these shares, 1,370,896,130 shares were subscribed by the Principal Shareholder and other related parties.
. . . .
Listing of fully paid shares of related parties are pending subject to completing the Mandatory Tender Offer of The Wellex Group, Inc."

Further, in a letter dated December 20, 2021, the Company informed the Exchange that:

"… as a result of the Rights Offer, the ownership of Wellex and its affiliates resulted in ownership of over fifty percent (50.0%) of the total outstanding equity securities of PHES, Wellex is required to make a tender offer under Sec 19.2.5 of the SRC for all the outstanding equity securities to all remaining stockholders of PHES at a price supported by a fairness opinion provided by an independent financial advisor or equivalent third party."

There will be a total of 11,252,000 fully-paid Rights Shares that will be listed on listing date. The remaining balance of partially-paid shares should be paid on or before October 31, 2022.

Please see LN00401-2021 dated December 22, 2021 for further details.

Likewise, as part of the Exchange's reconciliation on the number of issued, outstanding and listed shares, an additional two (2) shares were added to the Company's listed shares.

This notice is being amended to update the total number of issued shares.

For your information and guidance.

Filed on behalf by:
Name Norberto Moreno Jr.
Designation Listings Department

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Philippine Estates Corporation published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 04:56:05 UTC.