Remarks C06371-2020

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Pepsi-Cola Products Philippines, Inc.PIP

PSE Disclosure Form DLR-1 - Voluntary Delisting References: Rules on Voluntary Delisting

Subject of the Disclosure

Pepsi-Cola Products Philippines, Inc.

Background/Description of the Disclosure

During a Special Meeting held on 09 September 2020, the Board of Directors of Pepsi-Cola Products Philippines, Inc. (the "Company”) approved the voluntary delisting of the Common Shares of the Company from the Main Board of the Philippine Stock Exchange Inc. ("PSE”). In relation thereto and in accordance with the Securities Regulation Code and the delisting rules of the PSE, Lotte Chilsung Beverage Co. Ltd. (“Lotte Chilsung”) shall conduct a tender offer (“Tender Offer”) to acquire up to Seventy Seven Million Eight Hundred Fifty Eight Thousand Two Hundred Thirty Six (77,858,236) common shares held collectively by all shareholders of the Company excluding, Lotte Chilsung, Lotte Corporation and Quaker Global Investments B.V. (collectively, the "Non-Public Shareholders").

Stock Symbol(s) of Affected Securities PIP
Date of Approval by Board of Directors Sep 9, 2020
Reason/Purpose of the Voluntary Delisting

On 18 June 2020, the Company disclosed that its public ownership level was at 2.1% or below the 10% PSE Rule on Minimum Public Ownership after conclusion of the tender offer conducted by Lotte Chilsung to acquire shares of the Company from the Company’s shareholders. Under the PSE Rule on Minimum Public Ownership, the Company has until 18 December 2020 to comply with the 10% minimum public float requirement or otherwise be subject to involuntary delisting.

After due evaluation and study of the options available to the Company, the Board of Directors approved and authorized the voluntary delisting of the Company’s shares from the PSE. Considering the level of its public ownership and the prevailing market conditions, it will not be able to comply with the minimum public ownership requirement by 18 December 2020.

Person(s) Proposing the Delisting

Lotte Chilsung Beverage Co. Ltd. with consent from the other Non-Public Shareholders.

Proposed Date of Delisting TBA
Other Relevant Information

Appropriate disclosures will be made once Lotte Chilsung files the Tender Offer Report (in the form of SEC Form 19-1 including its annexes, exhibits and schedules) with the Securities and Exchange Commission and the PSE on or before the commencement of the Tender Offer on 16 September 2020. It shall contain, among others, the terms and conditions of the Tender Offer. Copies of the Tender Offer Report and the relevant tender offer materials will be sent to each common shareholder separately.

Filed on behalf by:
Name Kristine N Evangelista
Designation Corporate Secretary