LN00080-2025

NOTICE

Subject Ayala Corporation: Re-Issuance of Class “B” Preferred Shares from Treasury through a Follow-on Public Offer – Final 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 ACPB4 Php100.00
Issued Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
ACPB4 Preferred - Up to 10,000,000
Outstanding Shares (Pre and Post-Offer)
Stock Symbol Type of Shares Number of shares
Pre-Offer		 Number of shares
Post-Offer
ACPB4 Preferred - Up to 10,000,000
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
ACPB4 5,000,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
- -
Total Firm Offer Shares
Stock Symbol No. of Shares
ACPB4 5,000,000
Over-Allotment or Oversubscription Option Shares (if applicable)
Stock Symbol No. of Shares
ACPB4 Up to 5,000,000
Total Shares Applied for Listing
Stock Symbol No. of Shares
ACPB4 Up to 10,000,000
Offer Price Php2,000.00
Market Capitalization (Post-IPO) -
TP Allocation 1,000,000 Preferred Shares equivalent to Php2,000,000,000.00
Allocation per TP 8,130 Preferred Shares equivalent to Php16,260,000.00
LSI Allocation 500,000 Preferred Shares equivalent to Php1,000,000,000.00
Estimated Public Float (with Overallotment/Oversubscription) -
Estimated Public Float (without Overallotment/Oversubscription) N/A
Dividend Rate
Stock Symbol Dividend Rate
ACPB4 6.2903%
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 BPI Capital Corporation (“BPI Capital”)
Joint Issue Managers BDO Capital & Investment Corporation (“BDO Capital”)
Joint Lead Underwriters and Bookrunners BPI Capital
Joint Lead Underwriters and Bookrunners BDO Capital
Joint Lead Underwriters and Bookrunners China Bank Capital Corporation
Joint Lead Underwriters and Bookrunners First Metro Investment Corporation
Joint Lead Underwriters and Bookrunners PNB Capital and Investment Corporation
Joint Lead Underwriters and Bookrunners RCBC Capital Corporation
Joint Lead Underwriters and Bookrunners Security Bank Capital Investment Corporation
Selling Agents PSE Trading Participants
Selling Agents East West Banking Corporation
Legal Counsel to the Joint Lead Underwriters 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 May 28, 2025
Start of Offer Period Jun 2, 2025
End of Offer Period Jun 9, 2025
Tentative Listing Date Jun 19, 2025
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 10,000,000 Class “B” Preferred Shares (the “Offer Shares”) to cover the Company’s Follow-on Public Offering at an Offer Price of Php2,000.00 per Offer Share. The details of the Offer are as follows:

1. Firm Offer. 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 do not have the obligation, to increase the size of the Offer up to an additional 5,000,000 Offer Shares.

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

Please refer to the attached copy of the signed final offer terms of the Company’s Class “B” 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.

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.

This Notice is being amended to include the link of the Final Prospectus in the Company’s website.

For your information and guidance.
Filed on behalf by:
Name Norberto Moreno Jr.
Designation Listings Department