LN00136-2024

NOTICE

Subject Vista Land & Lifescapes, Inc.: Follow-on Public Offering of Series 2 Preferred Shares – Preliminary Terms and Conditions
Company Name Vista Land & Lifescapes, Inc.
Mode of Listing Follow-on Public Offering
Security Details
Type of Security Stock Symbol Par Value
Series 2A Preferred Shares VLL2A Php0.10
Series 2B Preferred Shares VLL2B Php0.10
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 50,000,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
- Preferred - Up to 50,000,000
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
- 30,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
- 30,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
- Up to 20,000,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
- Up to 50,000,000
Offer Price Php100.00
Market Capitalization (Post-IPO) -
TP Allocation Up to 6,000,000 Series 2 Preferred Shares equivalent to Php600,000,000.00
Allocation per TP Up to 49,580 Series 2 Preferred Shares equivalent to Php4,958,000.00
LSI Allocation Up to 3,000,000 Series 2 Preferred Shares equivalent to Php300,000,000.00
Estimated Public Float (with Overallotment/Oversubscription) -
Estimated Public Float (without Overallotment/Oversubscription) N/A
Dividend Rate
Stock Symbol Dividend Rate
VLL2A TBA
VLL2B 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, Joint Lead Underwriters and Joint Bookrunners BDO Capital & Investment Corporation
Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners China Bank Capital Corporation
Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners SB Capital Investment Corporation
Selling Agents PSE Trading Participants
Legal Counsel to the Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners Romulo Mabanta Buenaventura Sayoc & de los Angeles
Legal Counsel to the Issuer Picazo Buyco Tan Fider & Santos
Stock Transfer Agent BDO Unibank, Inc. - Trust and Investments Group
Receiving Agent BDO Unibank, Inc. - Trust and Investments Group
Escrow Agent N/A
External Auditor Sycip, Gorres, Velayo & Co.
Price/Dividend Rate Setting Date Sep 5, 2024
Start of Offer Period Sep 16, 2024
End of Offer Period Sep 25, 2024
Tentative Listing Date Oct 4, 2024
Corporate Website Hyperlink to the Prospectus https://www.vistaland.com.ph/assets/Uploads/cc4bd4b3fb/Preliminary-Prospectus-September-4-2024_updated.pdf
Other Relevant Information

The Exchange approved the application of Vista Land & Lifescapes, Inc. (“VLL” or the “Company”) for the follow-on offering of up to 50,000,000 Series 2 Preferred Shares to be issued in two subseries, Series 2A (VLL2A) and Series 2B (VLL2B) (the “Offer Shares”), at an offer price of Php100.00 per Offer Share. The Offer Shares consists of the following:

a. Base Offering: 30,000,000 Series 2 Preferred Shares; and

b. Oversubscription Option: In the event of an oversubscription, the Joint Lead Underwriters, in consultation with the Company, reserve the right, but do not have the obligation, to increase the Offer size by up to 20,000,000 Offer Shares, subject to the applicable requirements of the SEC and PSE.

Please refer to the attached copy of the signed preliminary offer terms of the Company’s Series 2 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 C02842-2024 dated May 8, 2024 and C04030-2024 dated June 18, 2024 for the Company’s disclosures relevant to the issuance and offering of the Series 2 Preferred Shares.

The Exchange’s approval of the listing of the Offer 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