LN00083-2024

NOTICE

Subject Citicore Renewable Energy Corporation: Initial Public Offering – Preliminary Terms and Conditions
Company Name Citicore Renewable Energy Corporation
Mode of Listing Initial Public Offering
Security Details
Type of Security Stock Symbol Par Value
Common Shares CREC Php 0.07
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer
Number of shares
Post-Offer
CREC Common Shares 7,142,857,143 Up to 8,928,572,143
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer
Number of shares
Post-Offer
CREC Common Shares 7,142,857,143 Up to 8,928,572,143
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
CREC Up to 1,785,715,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
CREC Up to 1,785,715,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
CREC Up to 267,858,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
CREC Up to 8,928,572,143
Offer Price Up to Php3.88
Market Capitalization (Post-IPO) Up to Php34,642,859,914.80
TP Allocation Up to 357,143,000 common shares
Allocation per TP Up to 2,927,000 common shares
LSI Allocation Up to 178,572,000 common shares
Estimated Public Float (with Overallotment/Oversubscription) 23.00%
Estimated Public Float (without Overallotment/Oversubscription) 20.00%
Dividend Rate
Stock Symbol Dividend Rate
N/A N/A
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
CREC 6,874,999,136 180 Days
Parties to the Offer
Function Name of the Party
Sole Global Coordinator and Joint Bookrunner UBS AG, Singapore Branch (“UBS”)
Domestic Lead Manager and Joint Bookrunner BDO Capital & Investment Corporation (“BDO Capital”)
International Co-Lead Underwriter CLSA Limited
Domestic Co-Lead Underwriter PNB Capital and Investment Corporation
Domestic Co-Lead Underwriter RCBC Capital Corporation
Domestic Co-Lead Underwriter SB Capital Investment Corporation
Participating Underwriter Investment & Capital Corporation of the Philippines
Financial Advisor AlphaPrimus Advisors, Inc.
Selling Agents Trading Participants of the Exchange
Philippine Counsel for the Company Romulo Mabanta Buenaventura Sayoc & de los Angeles
International Counsel for the Company Latham & Watkins LLP
Philippine Counsel for the Underwriters Angara Abello Concepcion Regala & Cruz
International Counsel for the Underwriters Milbank (Hong Kong) LLP
Stabilizing Agent UBS and its relevant affiliates
Escrow Agent (IPO Proceeds) BDO Unibank, Inc. – Trust and Investments Group
Stock Transfer Agent Stock and Transfer Services, Inc.
Receiving Agent Stock and Transfer Services, Inc.
Escrow Agent Development Bank of the Philippines – Trust Banking Group
External Auditor Isla Lipana & Co.
Price/Dividend Rate Setting Date May 22, 2024
Start of Offer Period May 27, 2024
End of Offer Period May 31, 2024
Tentative Listing Date Jun 7, 2024
Corporate Website Hyperlink to the Prospectus https://crec.com.ph/investor-relations/crec-prospectus
Other Relevant Information

The Exchange approved the application Citicore Renewable Energy Corporation (“CREC” or the “Company”) for the initial listing of up to 8,928,572,143 common shares, 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 Php3.88 per share, consists of the following:

1. Primary Offering consisting of up to 1,785,715,000 common shares to be offered and will be issued to the public on a primary basis; and

2. Over-allotment Option consisting of up to 267,858,000 secondary common shares.

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

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

The Dividend Rate information indicated above is only applicable to follow-on offerings of preferred shares.

The Exchange’s approval only relates to CREC’s conduct of the IPO and listing of the Company’s shares and is subject to 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.

This notice is being amended to reflect the various changes in the terms of the Company’s IPO.

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