NOTICE

Subject	VistaREIT, Inc.: Initial Public Offering – Preliminary Terms and Conditions
Company Name	VistaREIT, Inc.
Mode of Listing	Initial Public Offering

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

Issued Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
VREIT	Common Shares	7,500,000,000	7,500,000,000

Outstanding Shares (Pre and Post-Offer)
Stock Symbol	Type of Shares	Number of shares Pre-Offer	Number of shares Post-Offer
VREIT	Common Shares	7,500,000,000	7,500,000,000

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
-	-

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
VREIT	Up to 3,337,500,000

Total Firm Offer Shares
Stock Symbol	No. of Shares
VREIT	Up to 3,337,500,000

Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol	No. of Shares
VREIT	Up to 333,750,000

Total Shares Applied for Listing
Stock Symbol	No. of Shares
VREIT	7,500,000,000

Offer Price	Up to Php 2.50
Market Capitalization (Post-IPO)	Up to Php 18,750,000,000.00
TP Allocation	Up to 667,500,000 common shares equivalent to up to Php 1,668,750,000.00
Allocation per TP	Up to 5,426,000 common shares equivalent to up to Php 13,565,000.00
LSI Allocation	Up to 333,750,000 common shares equivalent to up to Php 834,375,000.00
Estimated Public Float (with Overallotment/Oversubscription)	48.95%
Estimated Public Float (without Overallotment/Oversubscription)	44.50%

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
VREIT	3,823,500,000	365 days

Parties to the Offer
Function	Name of the Party
Issue Coordinator	China Bank Capital Corporation
Joint Lead Underwriter and Bookrunner	BDO Capital & Investment Corporation
Joint Lead Underwriter and Bookrunner	China Bank Capital Corporation
Joint Lead Underwriter and Bookrunner	PNB Capital and Investment Corporation
Joint Lead Underwriter and Bookrunner	RCBC Capital Corporation
Joint Lead Underwriter and Bookrunner	SB Capital Investment Corporation
Sponsor and Selling Shareholder	Masterpiece Asia Properties, Inc.
Sponsor and Selling Shareholder	Manuela Corporation
Sponsor and Selling Shareholder	Vista Residences, Inc.
Sponsor and Selling Shareholder	Crown Asia Properties, Inc.
Sponsor and Selling Shareholder	Communities Pampanga, Inc.
The Fund Manager	VFund Management, Inc.
The Property Manager	VProperty Management, Inc.
Stabilizing Agent	China Bank Securities Corporation
Selling Agents	Eligible PSE Trading Participants
Counsel for the Issuer	Picazo Buyco Tan Fider & Santos
Counsel for the Underwriters	Romulo Mabanta Buenaventura Sayoc & de los Angeles

Stock Transfer Agent	Stock Transfer Service, Inc.
Receiving Agent	Stock Transfer Service, Inc.
Escrow Agent	China Banking Corporation – Trust and Asset Management Group
External Auditor	Sycip Gorres Velayo & Co.
Price-Setting Date	May 25, 2022
Start of Offer Period	May 30, 2022
End of Offer Period	Jun 3, 2022
Tentative Listing Date	Jun 15, 2022
Corporate Website Hyperlink to the Prospectus	TBD

Other Relevant Information
The Exchange approved the application of VistaREIT, Inc. (the “Company” or “VREIT”) for the initial listing of up to 7,500,000,000 common shares, with a par value of Php 1.00 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 2.50 per share, consists of the following: 1. Secondary Offering. Up to 3,337,500,000 existing common to be offered by the Selling Shareholders will be issued to the public on a secondary basis; and 2. Over-allotment Option of up to 333,750,000 common shares. Attached is a copy of the signed Preliminary Offer Term Sheet. The total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option Shares are fully subscribed. The 3,823,500,000 common shares owned by the Sponsors and the nominee directors shall be locked up from full payment up to 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.

Other Relevant Information

The Exchange approved the application of VistaREIT, Inc. (the “Company” or “VREIT”) for the initial listing of up to 7,500,000,000 common shares, with a par value of Php 1.00 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 2.50 per share, consists of the following:

1. Secondary Offering. Up to 3,337,500,000 existing common to be offered by the Selling Shareholders will be issued to the public on a secondary basis; and

2. Over-allotment Option of up to 333,750,000 common shares.

Attached is a copy of the signed Preliminary Offer Term Sheet.

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

The 3,823,500,000 common shares owned by the Sponsors and the nominee directors shall be locked up from full payment up to 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