| Subject | Philippine Estates Corporation: Stock Rights Offering - Additional Listing |
| Company Name | Philippine Estates Corporation |
| Type of Security | Stock Symbol | Par Value |
| Common Shares | PHES | Php1.00 |
| Type of Transaction | Stock Rights Offering |
| Reference(s) | LN00369-2021 and LN00370-2021 both dated December 3, 2021 |
| Ratio | One Rights Share for every One Common Share held |
| Ex-Date | Nov 26, 2021 |
| Record Date | Dec 2, 2021 |
| Offer Price | Php1.00 |
| Payment Terms | Please see below. |
| Stock Symbol | No. of Rights Shares | |
| First Round | PHES | 583,863,590 |
| Second Round | PHES | 210,000,000 |
| Underwriter's Take-up (if applicable) | PHES | - |
| Date of Approval of Increase in Capital Stock (if applicable) | N/A |
| Stock Symbol | No. of Rights Shares to be Listed |
| PHES | 11,252,000 |
| Stock Symbol | No. of Rights Shares |
| PHES | 11,252,000 |
| Listing Date | Dec 24, 2021 |
Adjustments
Issued Shares (if applicable)| Type of Security / Stock Symbol | Before | After |
| PHES | 1,445,549,830 | 1,456,801,830 |
| Type of Security / Stock Symbol | Before | After |
| PHES | 2,891,099,660 | 2,891,099,660 |
| Type of Security / Stock Symbol | Before | After |
| PHES | 1,445,549,828 | 1,456,801,830 |
| Other Relevant Information |
As of December 22, 2021, the Company has complied with the applicable listing requirements of the Exchange. The Rights Offer Period ended December 13, 2021 and the Company advised the Exchange on the results of the Offer, supported by a Sworn Corporate Secretary's Certificate dated December 22, 2021 attesting to the following: Number of Rights Shares subscribed in the First Round: 583,863,590 This certificate further stated that: "… the Offer Shares have been fully subscribed with 16,220,900 rights shares are fully paid and 1,429,328,930 rights shares are partially paid. Of these shares, 1,370,896,130 shares were subscribed by the Principal Shareholder and other related parties. . . . . Listing of fully paid shares of related parties are pending subject to completing the Mandatory Tender Offer of The Wellex Group, Inc." Further, in a letter dated December 20, 2021, the Company informed the Exchange that: "… as a result of the Rights Offer, the ownership of Wellex and its affiliates resulted in ownership of over fifty percent (50.0%) of the total outstanding equity securities of PHES, Wellex is required to make a tender offer under Sec 19.2.5 of the SRC for all the outstanding equity securities to all remaining stockholders of PHES at a price supported by a fairness opinion provided by an independent financial advisor or equivalent third party." There will be a total of 11,252,000 fully-paid Rights Shares that will be listed on listing date. The remaining balance of partially-paid shares should be paid on or before October 31, 2022. Please see LN00401-2021 dated December 22, 2021 for further details. Likewise, as part of the Exchange's reconciliation on the number of issued, outstanding and listed shares, an additional two (2) shares were added to the Company's listed shares. For your information and guidance. |
| Name | Norberto Moreno Jr. |
| Designation | Listings Department |