NOTICE

Subject	The Keepers Holdings, Inc.: Follow-on Public Offering of Common Shares - Preliminary Terms and Conditions
Company Name	The Keepers Holdings, Inc.

Security Details
Type of Security	Stock Symbol	Par Value
Common Shares	KEEPR	Php0.10

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
KEEPR	Up to 14,508,750,313

Outstanding Shares (Post-Offer)
Stock Symbol	No. of Shares
KEEPR	Up to 14,508,750,313

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

Primary Offer Shares
Stock Symbol	No. of Shares
KEEPR	Up to 3,000,000,000

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

Total Offer Shares
Stock Symbol	No. of Shares
KEEPR	Up to 3,000,000,000

Over-Allotment Option Shares (if applicable)
Stock Symbol	No. of Shares
-	-

Shares Applied for Listing
Stock Symbol	No. of Shares
KEEPR	Up to 3,000,000,000

Offer Price	Php2.00 to Php2.50
Market Capitalization (Post-IPO)	-
TP Allocation	Up to 600,000,000 common shares equivalent to up to Php1,500,000,000.00
Allocation per TP	Up to 4,800,000 common shares equivalent to up to Php12,000,000.00
LSI Allocation	Up to 150,000,000 common shares equivalent to up to Php 375,000,000.00
Estimated Public Float (Post-IPO)	20.94%
Applicable Lock-up Rule	N/A

Total Shares Under Escrow
Stock Symbol	No. of Shares	Duration of Lock-up
KEEPR	11,250,000,000	180 days

Lead Underwriter(s)	Please see below
Stabilizing Agent (if applicable)	N/A

Other Parties to the Offer
Function	Name of the Party
Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners	China Bank Capital Corporation
Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners	PNB Capital and Investment Corporation
Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners	SB Capital Investment Corporation
Legal Counsel to the Issuer	Angara Abello Concepcon Regala & Cruz
Legal Counsel to the Issuer	Zambrano Gruba Caganda and Advincula
Legal Counsel to the To the Joint Issue Managers, Joint Lead Underwriters and Joint Bookrunners	Romulo Mabanta Buenaventura Sayoc & de los Angeles
Selling Agents	PSE Trading Participants

Stock Transfer Agent	Banco de Oro Unibank, Inc. – Trust Banking Group
Receiving Agent	China Banking Corporation – Trust and Asset Management Group
Escrow Agent	China Banking Corporation – Trust and Asset Management Group
External Auditor	KPMG R.G. Manabat & Co.
Price-Setting Date	Oct 28, 2021
Start of Offer Period	Nov 4, 2021
End of Offer Period	Nov 10, 2021
Tentative Listing Date	Nov 19, 2021
Corporate Website Hyperlink to the Prospectus	TBD

Other Relevant Information
The Exchange approved the application of The Keepers Holdings, Inc. (“KEEPR” or the “Company”) for the listing of up to 3,000,000,000 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 Php 2.00 to Php 2.50 per share. Attached is a copy of the Company’s signed Preliminary Offer Terms Sheet. The 11,250,000,000 KEEPR shares under escrow are the shares subject of the swap transaction whereby the Company issued 11,250,000,000 shares to Cosco Capital, Inc. in exchange for the latter’s shares in Meritus Prime Distributions, Inc., Montosco Inc., and Premier Wine and Spirits, Inc. 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 The Keepers Holdings, Inc. (“KEEPR” or the “Company”) for the listing of up to 3,000,000,000 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 Php 2.00 to Php 2.50 per share.

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

The 11,250,000,000 KEEPR shares under escrow are the shares subject of the swap transaction whereby the Company issued 11,250,000,000 shares to Cosco Capital, Inc. in exchange for the latter’s shares in Meritus Prime Distributions, Inc., Montosco Inc., and Premier Wine and Spirits, Inc.

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