LN00129-2024

NOTICE

Subject Petron Corporation: Follow-on Public Offering of Series 4 Preferred Shares – Preliminary Terms and Conditions
Company Name Petron Corporation
Mode of Listing Follow-on Public Offering
Security Details
Type of Security Stock Symbol Par Value
Series 4D Preferred Shares PRF4D Php1.00
Series 4E Preferred Shares PRF4E Php1.00
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 17,000,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 17,000,000
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 17,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
- Up to 13,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
- Up to 4,000,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
- Up to 17,000,000
Offer Price Php1,000.00
Market Capitalization (Post-IPO) -
TP Allocation Up to 2,600,000 Series 4 Preferred Shares equivalent to Php2,600,000,000.00
Allocation per TP Up to 21,480 Series 4 Preferred Shares equivalent to Php21,480,000.00
LSI Allocation Up to 1,300,000 Series 4 Preferred Shares equivalent to Php1,300,000,000.00
Estimated Public Float (with Overallotment/Oversubscription) -
Estimated Public Float (without Overallotment/Oversubscription) N/A
Dividend Rate
Stock Symbol Dividend Rate
PRF4D TBA
PRF4E TBA
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 BDO Capital & Investment Corporation
Joint Lead Underwriter and Joint Bookrunner Bank of Commerce
Joint Lead Underwriter and Joint Bookrunner BDO Capital & Investment Corporation
Joint Lead Underwriter and Joint Bookrunner China Bank Capital Corporation
Joint Lead Underwriter and Joint Bookrunner Philippine Commercial Capital, Inc.
Joint Lead Underwriter and Joint Bookrunner PNB Capital and Investment Corporation
Joint Lead Underwriter and Joint Bookrunner SB Capital Investment Corporation
Legal Counsel to the Sole Issue Manager and the Joint Lead Underwriters and Joint Bookrunners SyCip Salazar Hernandez & Gatmaitan
Legal Counsel to the Issuer Picazo Buyco Tan Fider & Santos
Stock Transfer Agent SMC Stock Transfer Service Corporation
Receiving Agent SMC Stock Transfer Service Corporation
Escrow Agent N/A
External Auditor R.G Manabat & Co.
Price/Dividend Rate Setting Date Aug 29, 2024
Start of Offer Period Sep 5, 2024
End of Offer Period Sep 13, 2024
Tentative Listing Date Sep 23, 2024
Corporate Website Hyperlink to the Prospectus TBA
Other Relevant Information

The Exchange approved the application of Petron Corporation (“PCOR” or the “Company”) for the follow-on offering of up to 17,000,000 Series 4 Preferred Shares (“Second Tranche Shares”) to be issued in two subseries, Series 4D (PRF4D) and Series 4E (PRF4E) (the “Offer Shares”) which is the second tranche under the shelf-registered and shelf-listed Preferred Shares of the Company, at an offer price of Php1,000.00 per Offer Share. The Second Tranche Shares consists of the following:

a. Base Offering: 13,000,000 Series 4 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 4,000,000 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 4 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 C04220-2024 dated June 26, 2024, and C05405-2024 dated August 12, 2024, for the Company’s disclosures relevant to the issuance of Series 4 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