LN00196-2021

NOTICE

Subject RL Commercial REIT, Inc.: Initial Public Offering – Final Terms and Conditions
Company Name RL Commercial REIT, Inc.
Security Details
Type of Security Stock Symbol Par Value
Common Shares RCR Php 1.00
Mode of Listing Initial Public Offering
Board Main Board
Date of PSE Approval Aug 9, 2021
Issued Shares (Post-Offer)
Stock Symbol No. of Shares
RCR 9,948,997,197
Outstanding Shares (Post-Offer)
Stock Symbol No. of Shares
RCR 9,948,997,197
Treasury Shares (Post-Offer) (if applicable)
Stock Symbol No. of Shares
- -
Primary Offer Shares
Stock Symbol No. of Shares
- -
Secondary Offer Shares (if applicable)
Stock Symbol No. of Shares
RCR 3,342,864,000
Total Offer Shares
Stock Symbol No. of Shares
RCR 3,342,864,000
Over-Allotment Option Shares (if applicable)
Stock Symbol No. of Shares
RCR Up to 305,103,000
Shares Applied for Listing
Stock Symbol No. of Shares
RCR 9,948,997,197
Offer Price Php 6.45
Market Capitalization (Post-IPO) Php 64,171,031,920.65
TP Allocation 668,572,800 common shares equivalent to Php 4,312,294,560.00
Allocation per TP 5,435,500 common shares equivalent to Php 35,058,975.00
LSI Allocation 334,286,400 common shares equivalent to Php 2,156,147,280.00
Estimated Public Float (Post-IPO) 36.67%*
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
RCR 6,301,030,187 365 days
Lead Underwriter(s) BPI Capital Corporation
Stabilizing Agent (if applicable) UBS AG, Singapore Branch and its affiliates
Other Parties to the Offer
Function Name of the Party
Sponsor Robinsons Land Corporation
Joint Global Coordinator, Lead Manager and Joint Bookrunner BPI Capital Corporation
Joint Global Coordinator, Lead Manager and Joint Bookrunner UBS AG, Singapore Branch
International Bookrunner CLSA Limited
International Bookrunner Merrill Lynch (Singapore) Pte. Ltd.
Local Underwriter China Bank Capital Corporation
Local Underwriter First Metro Investment Corporation
Local Underwriter PNB Capital and Investment Corporation
Participating Underwriter SB Capital Investment Corporation
Legal Counsel to the Issuer and Selling Shareholder on Philippine Law Romulo Mabanta Buenaventura Sayoc & de los Angeles
Legal Counsel to the Issuer and Selling Shareholder on US Federal and New York State Law Latham & Watkins LLP
Legal Counsel: Joint Global Coordinators, Local Lead and Local Co-lead Underwriters on PH Law Angara Abello Concepcion Regala & Cruz
Legal Counsel: Joint Global Coordinators, Local Lead and Local Co-lead Underwriters on US Law Allen & Overy LLP
Selling Agents PSE Trading Participants
Stock Transfer Agent Stock Transfer Service, Inc.
Receiving Agent Stock Transfer Service, Inc.
Escrow Agent Rizal Commercial Banking Corporation – Trust and Investments Group
External Auditor SyCip Gorres Velayo & Co.
Price-Setting Date Aug 20, 2021
Start of Offer Period Aug 25, 2021
End of Offer Period Sep 3, 2021
Tentative Listing Date Sep 14, 2021
Corporate Website Hyperlink to the Prospectus https://rlcommercialreit.com.ph/investor-relations/reit-offering
Other Relevant Information

The Exchange approved the application of RL Commercial REIT, Inc. (the “Company” or “RCR”) to list 9,948,997,197 common shares, with a par value of Php 1.00 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 Php 6.45 per share, consists of the following:

1. Secondary Offering of up to 3,342,864,000 existing common shares to be offered by Robinsons Land Corporation (“RLC”, “Sponsor” or the “Selling Shareholder”); and

2. Over-allotment Option of up to 305,103,000 existing common shares.

Attached is a copy of the signed Final Offer Term Sheet.

The indicated Company’s Estimated Public Float (Post-IPO) is on the assumption that the Over-Allotment Option is fully exercised. The post-IPO public float of 33.60% is on the assumption that the Over-Allotment Option is not fully exercised. 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 6,301,030,187 Common Shares owned by RLC and its nominee directors shall be locked-up from the date of full payment up to 365 days after the listing of the said shares.

The Exchange’s approval of the conduct of the IPO and 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