NOTICE

Subject	Shakey’s Pizza Asia Ventures, Inc. – Offering Memorandum
Company Name	Shakey’s Pizza Asia Ventures, Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	PIZZA	Php 1.00

Mode of Listing	Initial Public Offering
Board	Main Board
Date of PSE Approval	Nov 23, 2016

Issued Shares (Post-Offer)
Stock Symbol	No. of Shares
PIZZA	1,531,321,053

Outstanding Shares (Post-Offer)
Stock Symbol	No. of Shares
PIZZA	1,531,321,053

Treasury Shares (Post-Offer) (if applicable)
Stock Symbol	No. of Shares
-	-

Primary Offer Shares
Stock Symbol	No. of Shares
PIZZA	104,000,000

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
PIZZA	202,000,000

Total Offer Shares
Stock Symbol	No. of Shares
PIZZA	306,000,000

Over-Allotment Option Shares (if applicable)
Stock Symbol	No. of Shares
PIZZA	45,900,000

Shares Applied for Listing
Stock Symbol	No. of Shares
PIZZA	1,531,321,053

Offer Price	Up to Php 15.58 per
Market Capitalization (Post-IPO)	Up to Php 23,857,982,005.74
TP Allocation	Up to 61,200,000 common shares equivalent to up to Php 953,496,000.00
Allocation per TP	Up to 463,600 common shares equivalent to up to Php 7,222,888.00
LSI Allocation	Up to 30,600,000 common shares equivalent to up to Php 476,748,000.00
Estimated Public Float (Post-IPO)	22.98%
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
PIZZA	466,911,065	180 days
PIZZA	658,707,005	365 days

Lead Underwriter(s)	BDO Capital & Investment Corporation (“BDO Capital”); and First Metro Investment Corporation (“FMIC”)
Stabilizing Agent (if applicable)	BDO Capital

Other Parties to the Offer
Function	Name of the Party
Sole Global Coordinator and Sole Bookrunner	Deutsche Bank AG, Hong Kong Branch (“Deutsche”)
Financial Advisor to PIZZA	Evercore
Legal Counsel to PIZZA	SyCip Salazar Hernandez & Gatmaitan
Legal Counsel to Deutsche as to United States Federal and New York Law	Latham & Watkins
Legal Counsel to Deutsche, BDO Capital and FMIC	Romulo Mabanta Buenaventura Sayoc & de los Angeles

Stock Transfer Agent	BDO Unibank, Inc. – Trust & Investments Group
Receiving Agent	To be determined
Escrow Agent	To be determined
External Auditor	SyCip Gorres Velayo & Co.
Price-Setting Date	Nov 28, 2016
Start of Offer Period	Dec 2, 2016
End of Offer Period	Dec 8, 2016
Tentative Listing Date	Dec 15, 2016
Corporate Website Hyperlink to the Prospectus	http://www.shakeyspizza.ph/investor-relation.asp

Other Relevant Information
The Exchange’s approval of the initial public offering of SPAVI’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange. Attached is a copy of the Company’s Offer Terms Sheet, for further reference. The Exchange will advise the investing public of developments on the initial public offering of the Company. For your information and guidance.

Other Relevant Information

The Exchange’s approval of the initial public offering of SPAVI’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange. Attached is a copy of the Company’s Offer Terms Sheet, for further reference.

The Exchange will advise the investing public of developments on the initial public offering of the Company.

For your information and guidance.