LN00197-2024

NOTICE

Subject Top Line Business Development Corp.: Initial Public Offering – Preliminary Terms and Conditions
Company Name Top Line Business Development Corp.
Mode of Listing Initial Public Offering
Security Details
Type of Security Stock Symbol Par Value
Common Shares TOP Php 0.10
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
TOP Common Shares 8,593,753,000 12,276,853,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
TOP Common Shares 8,593,753,000 12,276,853,000
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
TOP Up to 3,683,100,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
TOP -
Total Firm Offer Shares
Stock Symbol No. of Shares
TOP Up to 3,683,100,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
TOP Up to 368,310,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
TOP Up to 12,276,853,000
Offer Price Up to Php0.78
Market Capitalization (Post-IPO) Up to Php 9,575,945,340.00
TP Allocation Up to 736,620,000 common shares
Allocation per TP Up to 6,087,000 common shares
LSI Allocation Up to 368,310,000 common shares
Estimated Public Float (with Overallotment/Oversubscription) Up to 33%
Estimated Public Float (without Overallotment/Oversubscription) 30%
Dividend Rate
Stock Symbol Dividend Rate
TOP N/A
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
TOP 4,926,690,000 180 days
TOP 1,718,754,000 365 days
Parties to the Offer
Function Name of the Party
Issue Manager Investment & Capital Corporation of the Philippines (ICCP)
Joint Lead Underwriters and Joint Bookrunners ICCP and PNB Capital and Investment Corporation
Selling Agents Trading Participants of the Exchange
Counsel to the Issuer Martinez Vergara & Gonzalez Sociedad
Counsel to the Underwriters Romulo Mabanta Buenaventura Sayoc & de los Angeles
Stabilizing Agent PNB Securities, Inc.
Selling Shareholder Topline Equity Corporation
Stock Transfer Agent Stock and Transfer Services, Inc.
Receiving Agent Stock and Transfer Services, Inc.
Escrow Agent Security Bank Corporation - Trust and Asset Management Group
External Auditor MOORE Roxas Tabamo & Co.
Price/Dividend Rate Setting Date Nov 18, 2024
Start of Offer Period Nov 27, 2024
End of Offer Period Dec 3, 2024
Tentative Listing Date Dec 12, 2024
Corporate Website Hyperlink to the Prospectus https://topline.ph/disclosures/
Other Relevant Information

The Exchange approved the application of Top Line Business Development Corp. (“TOP” or the “Company”) for the initial listing of up to 12,276,853,000 common shares, with a par value of Php0.10 per share, 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 Php0.78 per share, consists of the following:

1. Primary Offering consisting of up to 3,683,100,000 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 368,310,000 secondary common shares. The Selling Shareholder has granted the Joint Lead Underwriters an option, exercisable not later than the listing of the Offer Shares on the PSE, to sell the Option Shares to eligible investors at the Offer Price.

Subject to the approval of the Securities and Exchange Commission, the Selling Shareholder has appointed PNB Securities, Inc. to act as stabilizing agent in relation to the Offer.

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 TOP’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.

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