LN00155-2024

NOTICE

Subject Ayala Corporation: Re-Issuance of Class “B” Preferred Shares from Treasury through a Follow-on Public Offer – Preliminary Terms and Conditions
Company Name Ayala Corporation
Mode of Listing Follow-on Public Offering
Security Details
Type of Security Stock Symbol Par Value
Class “B” Preferred Shares APB3R Php 100.00
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
APB3R Preferred - Up to 7,500,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
APB3R Preferred - Up to 7,500,000
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
APB3R Up to 5,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
APB3R -
Total Firm Offer Shares
Stock Symbol No. of Shares
APB3R Up to 5,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
APB3R Up to 2,500,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
APB3R Up to 7,500,000
Offer Price Php 2,000.00
Market Capitalization (Post-IPO) -
TP Allocation 1,000,000 Preferred Shares equivalent to Php2,000,000,000.00
Allocation per TP Up to 8,260 Preferred Shares equivalent to Php16,520,000.00
LSI Allocation Up to 500,000 Preferred Shares equivalent to Php 1,000,000,000.00
Estimated Public Float (with Overallotment/Oversubscription) -
Estimated Public Float (without Overallotment/Oversubscription) -
Dividend Rate
Stock Symbol Dividend Rate
APB3R TBA
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
- - -
Parties to the Offer
Function Name of the Party
Issue Manager BPI Capital Corporation (“BPI Capital”)
Joint Lead Underwriters (“JLU”) and Bookrunners BDO Capital & Investment Corporation, BPI Capital, China Bank Capital Corporation
Joint Lead Underwriters (“JLU”) and Bookrunners PNB Capital and Investment Corporation, RCBC Capital Corporation, SB Capital Investment Corporation
Selling Agents PSE Trading Participants and First Metro Investment Corporation
Legal Counsel to the Sole Issue Manager, JLUs and Bookrunners Romulo Mabanta Buenaventura Sayoc & de los Angeles
Stock Transfer Agent Stock Transfer Service, Inc.
Receiving Agent Stock Transfer Service, Inc.
Escrow Agent N/A
External Auditor Sycip Gorres Velayo & Co.
Price/Dividend Rate Setting Date Sep 25, 2024
Start of Offer Period Oct 1, 2024
End of Offer Period Oct 7, 2024
Tentative Listing Date Oct 15, 2024
Corporate Website Hyperlink to the Prospectus https://ayala.com/investor-relations/disclosures/
Other Relevant Information

The Exchange approved the application of Ayala Corporation (“AC” or the “Company”) for the re-issuance from treasury of up to 7,500,000 Class “B” Preferred Shares (the “Offer Shares”) to cover the Company’s Follow-on Public Offering at an Offer Price of Php 2,000.00 per Offer Share. The details of the Offer are as follows:

1. Firm Offer. Up to 5,000,000 Offer Shares shall be offered to the public by way of a re-issuance of treasury shares; and

2. Oversubscription Option. In the event of an oversubscription, the Joint Lead Underwriters, with the consent of the Company, reserve the right, but not the obligation, to increase the size of the Offer up to an additional 2,500,000 Offer Shares.

The Offer Shares will be offered to the public by way of re-issuance from AC’s Class “B” Preferred Shares held in treasury.

Please refer to the attached copy of the signed preliminary offer terms of the Company’s Series B Series 3 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 Circular No. C04271-2024 dated June 27, 2024 for the Company’s disclosure relevant to the re-issuance of Preferred “B” 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