LN00093-2020

NOTICE

Subject AREIT, Inc.: Initial Public Offering – Preliminary Terms and Conditions
Company Name AREIT, Inc.
Security Details
Type of Security Stock Symbol Par Value
Common Shares AREIT Php 10.00
Mode of Listing Initial Public Offering
Board Main Board
Date of PSE Approval Jul 15, 2020
Issued Shares (Post-Offer)
Stock Symbol No. of Shares
AREIT 1,092,986,405
Outstanding Shares (Post-Offer)
Stock Symbol No. of Shares
AREIT 1,025,656,435
Treasury Shares (Post-Offer) (if applicable)
Stock Symbol No. of Shares
AREIT 67,329,970
Primary Offer Shares
Stock Symbol No. of Shares
AREIT 47,864,000
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
AREIT 409,019,000
Total Offer Shares
Stock Symbol No. of Shares
AREIT 456,883,000
Over-Allotment Option Shares (if applicable)
Stock Symbol No. of Shares
AREIT 45,688,700
Shares Applied for Listing
Stock Symbol No. of Shares
AREIT 1,092,986,405
Offer Price Up to Php 30.05
Market Capitalization (Post-IPO) Up to Php 32,844,241,470.25
TP Allocation Up to 91,376,600 common shares equivalent to up to Php 2,745,866,830 (based on 83 eligible Trading Participants as of June 26, 2020)
Allocation per TP Up to 1,100,900 common shares equivalent to up to Php 33,082,045 (based on 83 eligible Trading Participants as of June 26, 2020)
LSI Allocation Up to 45,688,300 common shares equivalent to up to Php 1,372,933,415
Estimated Public Float (Post-IPO) 49.00%
Applicable Lock-up Rule Article III, Part D, Section 2 of the Listing Rules
Total Shares Under Escrow
Stock Symbol No. of Shares Duration of Lock-up
AREIT 523,084,735 180 days
Lead Underwriter(s) BPI Capital Corporation
Stabilizing Agent (if applicable) BPI Capital Corporation
Other Parties to the Offer
Function Name of the Party
Sole Global Coordinator BPI Capital Corporation
Domestic Co-Lead Underwriters PNB Capital and Investment Corporation and SB Capital Investment Corporation
Joint Bookrunners BPI Capital Corporation and UBS AG Singapore Branch
Legal Counsel to AREIT as to Philippine law Angara Abello Concepcion Regala & Cruz Law Offices
Legal Counsel to AREIT as to US Federal and New York Law Allen & Overy LLP
Special Legal Counsel to AREIT Dechert LLP
Legal Counsel to BPI Capital, UBS AG, PNB Capital, and SB Capital as to Philippine Law Picazo Buyco Tan Fider & Santos Law Offices
Legal Counsel to BPI Capital, UBS AG, PNB Capital, and SB Capital as to US Federal and New York Law Latham & Watkins LLP
Stock Transfer Agent BPI Stock Transfer Office
Receiving Agent BPI Stock Transfer Office
Escrow Agent BPI Securities Corporation
External Auditor SGV & Co.
Price-Setting Date Jul 22, 2020
Start of Offer Period Jul 27, 2020
End of Offer Period Aug 3, 2020
Tentative Listing Date Aug 13, 2020
Corporate Website Hyperlink to the Prospectus http://www.areit.com.ph/
Other Relevant Information

On July 15, 2020, the Exchange approved the application of AREIT, Inc. (“AREIT” or the “Company”), a Real Estate Investment Trust (“REIT”) for the listing of up to 1,092,986,405 common shares, to cover the Initial Public Offering (“IPO” or the “Offer”) of the Company under the Main Board with the following details:

1. 1,045,122,405 common shares, representing the total number of issued and outstanding shares of the Company prior to the IPO of the Company’s shares; and

2. Up to 47,864,000 common shares, representing the total number of shares to be offered to the public on a primary basis at an Offer Price of up to Php 30.05 per Offer Share (subject to a bookbuilding process).

The IPO of the Company, with an Offer Price of up to Php 30.05 per Offer Share, shall consist of the following:

1. Primary Offering of up to 47,864,000 common shares, which will be issued and offered to the public on a primary basis;

2. Secondary Offering of up to 409,019,000 existing common shares to be offered by the Selling Shareholder, Ayala Land, Inc. (“ALI”); and

3. Over-allotment Option of up to 45,688,700 common shares. ALI and AREIT have granted BPI Capital Corporation, the Stabilizing Agent, an Overallotment Option, exercisable in whole or in part to purchase up to an additional 45,688,700 shares at the Offer Price and on the same terms and conditions as the Offer Shares, from time to time for a period which shall not exceed 30 calendar days from and including the Listing Date.

The above mentioned estimated public float is based on the assumption of full exercise of the Over-allotment Option shares.

Attached is a copy of the Company’s Preliminary Offer Terms Sheet.

The Exchange’s approval of the listing of the Company’s shares is subject to its compliance with all of the post-approval conditions and requirements 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