LN00015-2024

NOTICE

Subject A Brown Company, Inc.: Follow-on Public Offering of Series B and Series C Preferred Shares - Preliminary Terms and Conditions
Company Name A Brown Company, Inc.
Mode of Listing Follow-on Public Offering
Security Details
Type of Security Stock Symbol Par Value
Series B Preferred Shares BRNPB Php 1.00
Series C Preferred Shares BRNPC Php 1.00
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 15,000,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 15,000,000
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
- Up to 10,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
- Up to 10,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
- Up to 5,000,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
- Up to 15,000,000
Offer Price Php 100.00
Market Capitalization (Post-IPO) -
TP Allocation 2,000,000 Preferred Shares equivalent to Php 200,000,000.00
Allocation per TP Up to 16,250 Preferred Shares equivalent to Php 1,625,000.00
LSI Allocation N/A
Estimated Public Float (with Overallotment/Oversubscription) N/A
Estimated Public Float (without Overallotment/Oversubscription) N/A
Dividend Rate
Stock Symbol Dividend Rate
BRNPB TBD
BRNPC TBD
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
- - -
Parties to the Offer
Function Name of the Party
Sole Issue Manager, Lead Underwriter, and Sole Bookrunner PNB Capital and Investment Corporation
Selling Agents Trading Participants of the Exchange
Counsel to the Issuer Picazo Buyco Tan Fider & Santos
Counsel to the Sole Issue Manager, Lead Underwriter, and Sole Bookrunner SyCip Salazar Hernandez & Gatmaitan
Stock Transfer Agent Professional Stock Transfer, Inc.
Receiving Agent Professional Stock Transfer, Inc.
Escrow Agent N/A
External Auditor Sycip, Gorres, Velayo & Co.
Price/Dividend Rate Setting Date Feb 5, 2024
Start of Offer Period Feb 12, 2024
End of Offer Period Feb 16, 2024
Tentative Listing Date Feb 23, 2024
Corporate Website Hyperlink to the Prospectus TBD
Other Relevant Information

The Exchange approved the application of A Brown Company, Inc. (“BRN” or the “Company”) for the follow-on offering (“FOO”) of up to 15,000,000 Series B and C Preferred Shares (“Second Tranche Shares”) which is the second tranche under the shelf-registered and shelf-listed Preferred Shares of the Company. The Second Tranche Shares consists of the following:

a. Base Offering: Up to 10,000,000 Preferred Shares; and

b. Oversubscription Option: In the event of an oversubscription, the Sole Issue Manager, in consultation with the Company, have the right, without any obligation, to increase the Base Offer size by up to an additional of 5,000,000 Preferred Shares.

In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period for the Offer Shares, the corresponding number of Oversubscription Option shares not taken up or exercised shall revert to the Shelf Registered Shares, and automatically increase the remaining shares that may be offered by the Company in subsequent tranches.

Please refer to the attached copy of the signed Preliminary Offer Terms of the Company’s Preferred Shares for the details on the Offer terms and conditions, as well as the features of the subject Preferred Shares.

The number of issued and outstanding shares indicated in the fields above is on the assumption that the oversubscription option is fully exercised.

Further, please refer to C07817-2023 dated November 6, 2023 for the Company’s disclosure relevant to the follow-on offer of the preferred shares.

The Exchange’s approval of the listing of the Second Tranche Shares is subject to the Company’s compliance with any and all of the post-approval conditions and requirements of the Exchange, the Securities and Exchange Commission and other relevant regulatory bodies. The same is without prejudice to any subsequent action that the Exchange may take in relation to the Company’s compliance with applicable rules of the Exchange.

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

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