LN00202-2016

NOTICE

Subject Pilipinas Shell Petroleum Corporation - Offering Memorandum
Company Name Pilipinas Shell Petroleum Corporation
Security Details
Type of Security Stock Symbol Par Value
Common Shares SHLPH Php 1.00
Mode of Listing Initial Public Offering
Board Main Board
Date of PSE Approval Sep 14, 2016
Issued Shares (Post-Offer)
Stock Symbol No. of Shares
SHLPH 1,683,558,291
Outstanding Shares (Post-Offer)
Stock Symbol No. of Shares
SHLPH 1,615,944,202
Treasury Shares (Post-Offer) (if applicable)
Stock Symbol No. of Shares
SHLPH 67,614,089
Primary Offer Shares
Stock Symbol No. of Shares
SHLPH 30,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
SHLPH 270,000,000
Total Offer Shares
Stock Symbol No. of Shares
SHLPH 300,000,000
Over-Allotment Option Shares (if applicable)
Stock Symbol No. of Shares
SHLPH 30,000,000
Shares Applied for Listing
Stock Symbol No. of Shares
SHLPH 1,683,558,291
Offer Price Up to Php 90.00
Market Capitalization (Post-IPO) Up to Php 151,520,246,190.00
TP Allocation Up to 60,000,000 common shares equivalent to up to Php 5,400,000,000.00
Allocation per TP Up to 454,540 common shares equivalent to up to Php 40,908,600.00
LSI Allocation Up to 30,000,000 common shares equivalent to up to Php 2,700,000,000.00
Estimated Public Float (Post-IPO) 19.60%
Applicable Lock-up Rule Article III, Part D, Section 2 of the Main Board Rules
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
SHLPH 1,391,443,538 180 days
SHLPH 1 365 days
Lead Underwriter(s) BPI Capital Corporation (“BPI Capital”)
Stabilizing Agent (if applicable) BPI Capital
Other Parties to the Offer
Function Name of the Party
Global Coordinator and International Bookrunner J.P. Morgan Securities Plc. (“JPM”)
Financial Adviser N M Rothschild & Sons Ltd.
Legal Counsel to SHLPH as to US Federal and English Law Allen & Overy
Legal Counsel to SHLPH as to Philippine Law Romulo Mabanta Buenaventura Sayoc & de los Angeles
Legal Counsel to the Underwriter and Bookrunners as to US Federal and English Law Milbank Tweed Hadley & McCloy LLP
Legal Counsel to the Underwriter and Bookrunners as to Philippine Law Picazo Buyco Tan Fider & Santos Law Office
Stock Transfer Agent Rizal Commercial Banking Corporation
Receiving Agent Rizal Commercial Banking Corporation
Escrow Agent Rizal Commercial Banking Corporation
External Auditor SyCip Gorres Velayo & Co.
Price-Setting Date Oct 13, 2016
Start of Offer Period Oct 19, 2016
End of Offer Period Oct 25, 2016
Tentative Listing Date Nov 3, 2016
Corporate Website Hyperlink to the Prospectus TBA
Other Relevant Information

In relation to the allocation for LSIs, the Exchange approved SHLPH’s proposal to increase the maximum allowable subscription of LSIs to Php 100,000.00 per LSI. In view thereof and as provided for in SHLPH’s Offer Terms Sheet, each LSI for SHLPH’s IPO will be allowed to subscribe up to a maximum of 1,110 Offer Shares or up to a maximum amount of Php 99,900.00. The Implementing Guidelines for LSIs will be made available prior to the start of the Offer Period.

Further, the Exchange’s approval of the initial public offering of SHLPH’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange.

In addition, the Exchange will advise the investing public of developments on the initial public offering of the Company.

Finally, attached is a copy of the Company’s Offer Terms Sheet, for further reference.

For your information and guidance.