LN00040-2024

NOTICE

Subject Cebu Landmasters, Inc.: Follow-on Public Offering of Series A Preferred Shares - Preliminary Terms and Conditions
Company Name Cebu Landmasters, Inc.
Mode of Listing Follow-on Public Offering
Security Details
Type of Security Stock Symbol Par Value
Series A-1 Preferred Shares CLIA1 Php 1.00
Series A-2 Preferred Shares CLIA2 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 5,000,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 5,000,000
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 5,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
- 3,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
- Up to 2,000,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
- Up to 5,000,000
Offer Price Php1,000.00
Market Capitalization (Post-IPO) -
TP Allocation Up to 600,000 Series A Preferred Shares
Allocation per TP 4,910 Series A Preferred Shares
LSI Allocation -
Estimated Public Float (with Overallotment/Oversubscription) N/A
Estimated Public Float (without Overallotment/Oversubscription) N/A
Dividend Rate
Stock Symbol Dividend Rate
CLIA1 TBA
CLIA2 TBA
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
- - -
- - -
Parties to the Offer
Function Name of the Party
Joint Issue Managers BPI Capital Corporation and China Bank Capital Corporation
Joint Lead Underwriters and Joint Bookrunners or Joint Lead Underwriters BPI Capital Corporation, China Bank Capital Corporation,
Joint Lead Underwriters and Joint Bookrunners or Joint Lead Underwriters PNB Capital and Investment Corporation, RCBC Capital Corporation
Legal Counsel to the Joint Issue Managers, and the Joint Lead Underwriters and Joint Bookrunners SyCip Salazar Hernandez & Gatmaitan
Stock Transfer Agent Stock Transfer Service, Inc.
Receiving Agent Stock Transfer Service, Inc.
Escrow Agent N/A
External Auditor Punongbayan & Araullo
Price/Dividend Rate Setting Date Mar 14, 2024
Start of Offer Period Mar 19, 2024
End of Offer Period Apr 2, 2024
Tentative Listing Date Apr 12, 2024
Corporate Website Hyperlink to the Prospectus https://ir.cebulandmasters.com/media/huzpkepb/cebu-landmasters-inc-preliminary-prospectus-dated-march-12-2024.pdf
Other Relevant Information

The Exchange approved the application of Cebu Landmasters, Inc. (“CLI” or the “Company”) for the listing of up to 5,000,000 Series A Preferred Shares to be issued in two subseries, Series A-1 (CLIA1) and Series A-2 (CLIA2) (the “Offer Shares”), subject of the follow-on public offering (the “Offer”) of the Company, at an offer price of Php 1,000.00 per Offer Share. The Offer Shares consists of the following:

a. Base Offering: 3,000,000 Series A Preferred Shares; and

b. Oversubscription Option: In the event of an oversubscription, the Joint Lead Underwriters, in consultation with the Issuer, reserve the right, but do not have the obligation, to increase the Offer size by up to 2,000,000 Offer Shares, subject to the applicable requirements of the SEC.

Please refer to the attached copy of the signed preliminary offer terms of the Company’s Series A Preferred Shares for the details on the offer terms and conditions, as well as the features of the Offer 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 C00091-2024 dated January 9, 2024 and C00747-2024 dated February 15, 2024 for the Company’s disclosures relevant to the issuance of Series A Preferred Shares.

The Exchange’s approval only relates to CLI’s conduct of the FOO and listing of the CLIA1 and CLIA2 shares and 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