NOTICE

Subject	Synergy Grid & Development Phils., Inc.: Follow-on Public Offering of Common Shares - Preliminary Terms and Conditions
Company Name	Synergy Grid & Development Phils., Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	SGP	Php1.00

Mode of Listing	Follow-on Public Offer (FOO)
Board	Main Board
Date of PSE Approval	Oct 13, 2021

Issued Shares (Post-Offer)
Stock Symbol	No. of Shares
SGP	Up to 5,265,866,000

Outstanding Shares (Post-Offer)
Stock Symbol	No. of Shares
SGP	Up to 5,265,866,000

Treasury Shares (Post-Offer) (if applicable)
Stock Symbol	No. of Shares
-	-

Primary Offer Shares
Stock Symbol	No. of Shares
SGP	Up to 1,053,500,000

Secondary Offer Shares (if applicable)
Stock Symbol	No. of Shares
-	-

Total Offer Shares
Stock Symbol	No. of Shares
SGP	Up to 1,053,500,000

Over-Allotment Option Shares (if applicable)
Stock Symbol	No. of Shares
SGP	Up to 101,000,000

Shares Applied for Listing
Stock Symbol	No. of Shares
SGP	Up to 1,053,500,000

Offer Price	Php12.00 to Php17.00
Market Capitalization (Post-IPO)	-
TP Allocation	Up to 210,700,000 common shares equivalent to up to Php3,581,900,000.00
Allocation per TP	Up to 1,685,600 common shares equivalent to up to Php28,655,200.00
LSI Allocation	Up to 52,675,000 common shares equivalent to up to Php895,475,000.00
Estimated Public Float (Post-IPO)	22.12%
Applicable Lock-up Rule	N/A

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
SGP	4,100,400,000	180 days

Lead Underwriter(s)	Please see below.
Stabilizing Agent (if applicable)	UBS AG Singapore Branch and its relevant affiliates

Other Parties to the Offer
Function	Name of the Party
Joint Financial Advisors	Standard Chartered Bank (Philippines Branch)
Joint Financial Advisors	Philippine Commercial Capital, Inc.
Joint Global Coordinators and Joint Bookrunners	Merrill Lynch (Singapore) Pte. Ltd.
Joint Global Coordinators and Joint Bookrunners	UBS AG Singapore Branch
Joint Domestic Lead Underwriters and Joint Bookrunners	BDO Capital & Investment Corporation
Joint Domestic Lead Underwriters and Joint Bookrunners	BPI Capital Corporation
Joint Domestic Lead Underwriters and Joint Bookrunners	PNB Capital and Investment Corporation
Legal Counsel to the Issuer on Philippine Law	SyCip Salazar Hernandez & Gatmaitan
Legal Counsel to the Issuer on United States Federal and New York Law	Latham & Watkins LLP
Legal Counsel to the Underwriters on Philippine Law	Picazo Buyco Tan Fider & Santos
Legal Counsel to the Underwriters on United States Federal and New York Law	Milbank LLP
Selling Agents	PSE Trading Participants

Stock Transfer Agent	Stock Transfer Service, Inc.
Receiving Agent	Stock Transfer Service, Inc.
Escrow Agent	Philippine Commercial Capital, Inc. - Trust and Investment Group
External Auditor	R.G. Manabat & Co.
Price-Setting Date	Oct 22, 2021
Start of Offer Period	Oct 26, 2021
End of Offer Period	Nov 2, 2021
Tentative Listing Date	Nov 10, 2021
Corporate Website Hyperlink to the Prospectus	TBD

Other Relevant Information
The Exchange approved the application of Synergy Grid & Development Phils., Inc. (“SGP” or the “Company”) for the listing of up to 1,053,500,000 common shares subject of its Follow-on Public Offering (the “Follow-on Offer” or “FOO”) by way of primary offer. The indicative price range for the Follow-on Offer is Php12.00 to Php17.00 per share. Attached is a copy of the Company’s signed Preliminary Offer Terms Sheet. The indicated Company’s Estimated Public Float (Post-FOO) is on the assumption that the Over-Allotment Option is fully exercised. On the other hand, the post-FOO public float on the assumption that the Over-Allotment Option is not fully exercised is 20.21%. The 4,100,400,000 SGP shares under escrow are the shares subject of the swap transaction whereby the Company issued 2,050,200,000 common shares of SGP to each of Henry Sy, Jr. and Robert Coyiuto, Jr in exchange for shares in OneTaipan Holdings, Inc. and Pacifica21 Holdings, Inc., respectively. The Exchange’s approval of the conduct of the FOO 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 developments on the FOO of the Company. For your information and guidance.

Other Relevant Information

The Exchange approved the application of Synergy Grid & Development Phils., Inc. (“SGP” or the “Company”) for the listing of up to 1,053,500,000 common shares subject of its Follow-on Public Offering (the “Follow-on Offer” or “FOO”) by way of primary offer. The indicative price range for the Follow-on Offer is Php12.00 to Php17.00 per share.

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

The indicated Company’s Estimated Public Float (Post-FOO) is on the assumption that the Over-Allotment Option is fully exercised. On the other hand, the post-FOO public float on the assumption that the Over-Allotment Option is not fully exercised is 20.21%.

The 4,100,400,000 SGP shares under escrow are the shares subject of the swap transaction whereby the Company issued 2,050,200,000 common shares of SGP to each of Henry Sy, Jr. and Robert Coyiuto, Jr in exchange for shares in OneTaipan Holdings, Inc. and Pacifica21 Holdings, Inc., respectively.

The Exchange’s approval of the conduct of the FOO 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 developments on the FOO of the Company.

For your information and guidance.

Filed on behalf by:

Name	Norberto Moreno Jr.
Designation	Listings Department