LN00018-2022

NOTICE

Subject Citicore Energy REIT Corp.: Initial Public Offering – Preliminary Terms and Conditions
Company Name Citicore Energy REIT Corp.
Mode of Listing Initial Public Offering
Security Details
Type of Security Stock Symbol Par Value
Common Shares CREIT Php 0.25
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
CREIT Common Shares 5,498,182,004 Up to 6,545,454,004
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
CREIT Common Shares 5,498,182,004 Up to 6,545,454,004
Treasury Shares (Pre and Post-Offer) (if applicable)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- - - -
Primary Offer Shares
Stock Symbol No. of Shares
CREIT Up to 1,047,272,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
CREIT Up to 1,741,660,000
Total Firm Offer Shares
Stock Symbol No. of Shares
CREIT Up to 2,788,932,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
CREIT Up to 418,339,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
CREIT Up to 6,545,454,004
Offer Price Up to Php 3.15
Market Capitalization (Post-IPO) Up to Php 20,618,180,112.60
TP Allocation Up to 557,786,000 common shares equivalent to up to Php 1,757,025,900.00
Allocation per TP Up to 4,534,000 common shares equivalent to up to Php 14,282,100.00
LSI Allocation Up to 278,893,000 common shares equivalent to up to Php 878,512,950.00
Estimated Public Float (with Overallotment/Oversubscription) 49.00%
Estimated Public Float (without Overallotment/Oversubscription) 42.61%
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
CREIT 3,338,183,000 365 days
CREIT 4 365 days
Parties to the Offer
Function Name of the Party
Joint Global Coordinator and Lead Local Underwriter BDO Capital & Investment Corporation
Joint Global Coordinator and Lead Underwriter Unicapital Inc.
Lead Local Underwriter PNB Capital and Investment Corporation
International Bookrunners CIMB Investment Bank Bhd
International Bookrunners CLSA Limited
Participating Underwriter Investment & Capital Corporation of the Philippines
Sponsor and Selling Shareholder Citicore Renewable Energy Corporation
Sponsor Citicore Solar Tarlac 1, Inc.
The Fund Manager Citicore Fund Managers, Inc.
The Property Manager Citicore Property Managers, Inc.
Stabilizing Agent BDO Capital & Investment Corporation
Selling Agents Eligible PSE Trading Participants
Legal Counsel to the Company and Selling Shareholder Martinez Vergara Gonzalez & Serrano
Legal Counsels to the Local Underwriters Picazo Buyco Tan Fider & Santos
Stock Transfer Agent Professional Stock Transfer, Inc.
Receiving Agent Professional Stock Transfer, Inc.
Escrow Agent Development Bank of the Philippines – Trust Banking Group
External Auditor Isla Lipana & Co.
Price-Setting Date Jan 26, 2022
Start of Offer Period Feb 2, 2022
End of Offer Period Feb 8, 2022
Tentative Listing Date Feb 17, 2022
Corporate Website Hyperlink to the Prospectus TBD
Other Relevant Information

The Exchange approved the application of Citicore Energy REIT Corp. (the “Company” or “CREIT”) for the initial listing of up to 6,545,454,004 common shares, with a par value of Php 0.25 per share, under the Main Board of the Exchange, which includes the shares subject of the Company’s Initial Public Offering (“IPO” or “Offer”).

The IPO of the Company, with an Offer Price of up to Php 3.15 per share, consists of the following:

1. Primary Offering. Up to 1,047,272,000 commons shares will be issued and offered to the public on a primary basis;

2. Secondary Offering. Up to 1,741,660,000 existing common to be offered by Citicore Renewable Energy Corporation (“CREC” or the “Selling Shareholder”) will be issued to the public on a secondary basis; and

3. Over-allotment Option of up to 418,339,000 common shares.

This notice is being amended to attach a copy of the latest signed Preliminary Offer Term Sheet reflecting the changes in the bookbuilding period.

The total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option Shares are fully subscribed.

The 3,338,183,000 common shares owned by the Sponsors and its nominee directors shall be locked-up 365 days after the listing of the said shares.

The Exchange’s approval of the conduct of the IPO and listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements of the Exchange.

The Exchange will advise the investing public of further developments on the IPO of the Company.

For your information and guidance.
Filed on behalf by:
Name Norberto Moreno Jr.
Designation Listings Department