LN00121-2020

NOTICE

Subject Converge Information and Communications Technology Solutions, Inc.: Initial Public Offering – Preliminary Terms and Conditions
Company Name Converge Information and Communications Technology Solutions, Inc.
Security Details
Type of Security Stock Symbol Par Value
Common Shares TBA Php 0.25
Mode of Listing Initial Public Offering
Board Main Board
Date of PSE Approval Sep 30, 2020
Issued Shares (Post-Offer)
Stock Symbol No. of Shares
TBA Up to 7,526,294,461
Outstanding Shares (Post-Offer)
Stock Symbol No. of Shares
TBA Up to 7,526,294,461
Treasury Shares (Post-Offer) (if applicable)
Stock Symbol No. of Shares
- -
Primary Offer Shares
Stock Symbol No. of Shares
TBA Up to 480,839,941
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
TBA Up to 1,024,433,569
Total Offer Shares
Stock Symbol No. of Shares
TBA Up to 1,505,273,510
Over-Allotment Option Shares (if applicable)
Stock Symbol No. of Shares
TBA Up to 225,791,026
Shares Applied for Listing
Stock Symbol No. of Shares
TBA Up to 7,526,294,461
Offer Price Up to Php 24.00
Market Capitalization (Post-IPO) Up to Php 180,631,067,064.00
TP Allocation Up to 301,054,800 common shares equivalent to up to Php 7,225,315,200.00
Allocation per TP Up to 2,351,900 common shares equivalent to up to Php 56,445,600.00
LSI Allocation Up to 150,527,400 common shares equivalent to up to Php 3,612,657,600.00
Estimated Public Float (Post-IPO) 20.00%*
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
TBA 4,760,299,018 180 days
TBA 1,034,930,905* 365 days
Lead Underwriter(s) BPI Capital Corporation and BDO Capital & Investment Corporation
Stabilizing Agent (if applicable) UBS AG Singapore Branch and its relevant affiliates
Other Parties to the Offer
Function Name of the Party
Selling Shareholders Comclark Network and Technology Corporation and Coherent Cloud Investments B.V.
Sole Local Coordinator, Joint Local Underwriter, and Joint Bookrunner BPI Capital Corporation
Joint Local Underwriter and Joint Bookrunner BDO Capital & Investment Corporation
Joint Global Coordinators and Joint Bookrunners Morgan Stanley Asia (Singapore) Pte. and UBS AG Singapore Branch
International Joint Bookrunners Merrill Lynch (Singapore) Pte. Ltd. and Credit Suisse (Singapore) Limited
Local Participating Underwriters Asia United Bank Corporation
Local Participating Underwriters First Metro Investment Corporation
Local Participating Underwriters Maybank ATR Kim Eng Capital Partners, Inc.
Local Participating Underwriters PNB Capital and Investment Corporation
Local Participating Underwriters RCBC Capital Corporation
Legal Counsel to the Issuer and Selling Shareholders on Philippine Law Picazo Buyco Tan Fider & Santos Law Offices
Legal Counsel to the Issuer and Selling Shareholders on US Federal and New York State Law Latham & Watkins LLP
Legal Counsel to the Underwriters on Philippine Law Angara Abello Concepcion Regala & Cruz Law Offices
Legal Counsel to the Underwriters on US Federal and New York State Law Milbank LLP
Selling Agents PSE Trading Participants
Local Selling Agents China Bank Capital Corporation and SB Capital Investment Corporation
Stock Transfer Agent Philippine National Bank
Receiving Agent Philippine National Bank
Escrow Agent Philippine National Bank
External Auditor Isla Lipana & Co.
Price-Setting Date Oct 9, 2020
Start of Offer Period Oct 13, 2020
End of Offer Period Oct 19, 2020
Tentative Listing Date Oct 27, 2020
Corporate Website Hyperlink to the Prospectus https://corporate.convergeict.com/prospectus/
Other Relevant Information

On September 30, 2020, the Exchange approved the application of Converge Information and Communications Technology Solutions, Inc. (the “Company”) for the initial listing of up to 7,526,294,461 common shares, inclusive of the shares subject of its Initial Public Offering (“IPO” or the “Offer”) with the following details:

1. 7,045,454,520 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 480,839,941 common shares, representing the total number of shares to be offered to the public on a primary basis.

The IPO of the Company, with an Offer Price of up to Php 24.00 per Offer Share, consists of the following:

1. Primary Offering of up to 480,839,941 common shares, which will be issued and offered to the public on a primary basis;

2. Secondary Offering of up to 1,024,433,569 existing common shares to be offered by the Selling Shareholders; and

3. Over-allotment Option of up to 225,791,026 common shares.

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

The Company’s Estimated Public Float (Post-IPO), assuming the Over-allotment Option is fully exercised will be 23.00%. On the other hand, the Total Shares Under Escrow indicated above are based on the assumption that the Over-Allotment Option Shares are likewise fully subscribed.

The Company Stock Symbol will be disclosed, and this circular will be updated once the same is available.

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

This notice is being amended to reflect the Corporate Website Hyperlink to the Preliminary Prospectus.

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