SELECT TERMS OF OFFER
|Offer||Initial Public Offering of the Filinvest REIT Corp. Common Shares|
Firm Shares: 1,634,187,850 Common Shares
Option Shares : 163,418,785 Common Shares
|Offer Price||₱7.00 per share|
|Minimum Subscription||₱7,000||Maximum Subscription||₱99,400|
|Offer Period||23 July 2021 to 3 August 2021||Listing Date||12 August 2021|
The above table only provides select terms of the offer for FILINVEST REIT CORP.’s (the “Company”) Real Estate Investment Trust (“REIT”) initial public offering. Investors are strongly advised to carefully read the contents of the Final REIT Plan dated July 19, 2021, together with the more detailed information, financial statements and annexes appearing therein:
Investors are advised to read the implementing guidelines for the application and settlement procedures for Local Small Investors under the Local Small Investors Program (the “LSI Guidelines”) of the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”) through the PSE Electronic Allocation System (“PSE EASy”):
Investors should nominate an active REIT-eligible trading participant of the PSE (“Eligible TP”), otherwise known as a stock broker, which will create the LSI Applicant’s Name on Central Depository (“NoCD”) sub-account through which its shares will be lodged. This should be done prior to the LSI Application, otherwise, the LSI Application shall not be accepted.
Applications to purchase shares may be done online via PSE EASy. For details on how to create a PSE EASy Account, please click on the following link:
Only applicants with a nominated Eligible TP or “PSE Trading Participant” will be allowed to proceed with the PSE EASy registration. All applications should be submitted by 12:00 p.m. on August 3, 2021. Payments must be completed by 1:30 p.m. on the same date. IMPORTANT NOTE: Only applicants with a NoCD sub-account will be allowed to participate in the REITs. Coordinate with your nominated stock broker to ensure that a NoCD sub-account have been created in your name. Failure to create a valid NoCD sub-account in your name will constitute as rejection of your application.
During the offer period, login to your PSE EASy account and click the FILRT IPO Event and place your order for a minimum of ₱7,000 (1,000 shares) and a maximum of ₱99,420(14,200 shares). For further details on how to subscribe via PSE EASy, please click on the following link:
IMPORTANT NOTE: Successful applications via PSE EASy will generate a reference number and payment instructions. Applicants must ensure to properly note down their PSE EASy Reference Number once generated to ensure the successful application. Failure to complete payment by the deadline will cause automatic rejection of the whole subscription. LSI applications will be processed on a (i) first-come, first-served basis and (ii) on an ascending order (lowest to highest); while final allocation of the Firm Shares will be determined pursuant to allocation mechanics, as approved by the PSE. LSI applicants who subscribed to the Company’s Firm Shares are encouraged to regularly check their PSE EASy account for updates regarding their subscriptions.
ACCOUNT OPENING PROCESS FOR LSIs
Applicants may open a trading account with the default REIT-eligible broker (see below) and nominate the entity as its endorsing “PSE Trading Participant” on PSE EASy prior to the creation of the PSE EASy account.
Applicants are encouraged to process the opening of the trading account as soon as possible, taking into account each broker’s requirements and processing time. The account opening instructions for the default broker can be found in the web link provided below.
|BPI Securities Corporation ( “BPI Sec”)||https://www.bpitrade.com|
Applicants must ensure that the account information provided to PSE EASy and the nominated broker are consistent to ensure the successful validation of the applicant’s PSE EASy account by the nominated broker (or the endorsing “PSE Trading Participant”).
Applicants must also ensure that the endorsing “PSE Trading Participant” is currently active and deemed eligible to trade REIT shares. The Applicant must also coordinate with their Eligible TP for the creation of the Applicant’s NoCD sub-account prior to subscribing to the offer. Failure to create a NoCD Sub-Account by August 6, 2021 will be a ground for rejection of the Application.
For Applicants with existing NoCD accounts with Eligible TPs, note that there is no need to create a new NoCD account. For the avoidance of doubt, LSI Applicants with NoCD accounts for dollar denominated securities but not for REITs must create a new NoCD account for REITs.
Eligible TPs are the only brokers allowed to trade REIT shares pursuant to PSE’s Amended REIT Listing Rules. Applicants may also choose to apply with and nominate as its endorsing “PSE Trading Participant” on PSE Easy: Note, however, that not all Eligible TPs may be registered in PSE Easy.
Successful applications via PSE EASy will generate a reference number and payment instructions. Application to subscribe for the Offer Shares must be settled within the Offer Period. The payment instructions generated by PSE EASy shall reflect the relevant bank details to be used. Any questions related to the payment instructions and available payment methods may be coursed through the Receiving Agent via email to firstname.lastname@example.org.The subject of the email shall indicate “LSI IPO Subscription – Payment Questions”.
For applicants who would like to nominate COL Financial Group, Inc. and First Metro Securities Brokerage Corporation as their Eligible TP, please coordinate with said Eligible TPs for alternative modes of payment. Contact details are as follows:
|COL Financial Group, Inc.|
Name: COL Helpdesk
|First Metro Securities Brokerage Corporation|
John Gilbert Bernardo - Customer Support Officer
Phone: (02) 8859-0653
Jocelyn C. Castillo - Head of Cash Settlement
Phone: (02) 8859-0605
Failure to comply with the deadline and instructions will constitute as rejection of the application, and any payment made will be refunded, without interest.
FREQUENTLY ASKED QUESTIONS
A REIT is a stock corporation that invests primarily in income-generating real estate assets. A publicly listed REIT must (1) maintain its status as a listed company; and (2) upon and after listing, have at least 1,000 public Shareholders each owning at least 50 shares of any class, who in aggregate, own at least 1/3 of the outstanding capital stock of the REIT.
As defined under the PSE Rules, an LSI is a share subscriber who is willing to subscribe or purchase a minimum board lot or whose subscription or purchase does not exceed ₱100,000.00 under the LSI program.
The Firm Shares allocated for the LSI tranche may be purchased by any natural person of legal age regardless of nationality, or any corporation, association, partnership, trust account, fund or entity organized under the laws of the Philippines, regardless of nationality, subject to the restrictions on ownership, as described in the Final REIT Plan, and the Company’s right to reject, in whole or in part, an Application to Subscribe to the Firm Shares (the “Application”), or reduce the number of Firm Shares applied for subscription.
No. LSI Applications shall only be processed through PSE EASy.
Subscriptions through PSE EASy must be completed not later than 12:00 p.m. of August 3, 2021.
No. Multiple Applications (i.e. two or more Applications by the same applicant) will not be allowed.
Yes. An LSI Applicant may revise, modify or cancel their subscription provided that no payment has been made for the initial subscription. The LSI Applicant may re-subscribe after successfully cancelling their initial subscription in PSE EASy.
Yes. A trading account with an Eligible TP is required to create a PSE EASy account. In the event that an LSI Applicant does not have a Trading Participant, the LSI Applicant may open a trade account with any Eligible TP and nominate said Eligible TP as its endorsing TP by following the instructions stated above. LSI applicants are encouraged to coordinate with their Eligible TPs on verifying their PSE EASy account and the creation of their NoCD Account.
Failure to create a NoCD Sub-Account will be a ground for rejection of the Application
Upon verification by the chosen Eligible TP, a notification regarding the validation of your account will be sent by PSE EASy to your nominated email address.
A PSE EASy Reference Number will only be generated upon successful application through the system, and will be sent to your nominated email. Please refer to the instructions above for more details on the PSE EASy subscription process.
Applications must be submitted on or before 12:00 p.m. of August 3, 2021. Payments must be completed by 1:30 p.m. on the same date. Failure to complete the payment on or before the deadline will result in the rejection of the application. Further, it may also cause a temporary deactivation of the PSE EASy account of the LSI. An LSI who fails to settle the payment for the subscription may not be allowed to subscribe to the shares offering during the next initial public offering in the PSE.
Further, applications where checks are dishonored upon first presentation and Applications which do not comply with the terms of the Offer will be automatically rejected. For the avoidance of doubt, any payment received pursuant to the Application does not constitute approval or acceptance of the Application.
Please refer to the LSI Implementing Guidelines for more details and instructions for payment.
A BPI account is not necessary to pay for the subscription. You may visit any operational BPI branch to pay for your subscription via over-the-counter deposit payment. Please email email@example.com for further details on payment. Please note that a BPI account will be required if your chosen payment method is through BPI Mobile Banking App or BPI Internet Banking. Access the Payment Guidelines.
Yes. The PSE EASy reference number must be included in the deposit payment slip if via over-the-counter payment in a BPI Branch. Failure to include your PSE EASy Reference number will result in the rejection of the Application.
If payment is via BPI Internet Banking or BPI Mobile App, FILRT IPO must first be enrolled as a merchant, with the PSE EASy reference number indicated as the Applicant’s reference number, prior to the payment through these online channels.
In the event that the number of Offer Shares to be received by an Applicant, as confirmed by the Sole Local Coordinator and Local Lead Underwriter, is less than the number covered by its Application, or if an Application is rejected by the Company, then the Receiving and Paying Agent shall notify the Applicant via email by August 10, 2021. The Receiving Agent shall make check refunds available, without interest and within 5 banking days from the end of Offer Period until thirty (30) days from the end of the Offer Period, all or a portion of the payment corresponding to the number of Offer Shares wholly or partially rejected. All refunds shall be made through the Receiving and Paying Agent, at the Applicant’s risk. If such check refunds are not claimed after thirty (30) days from their issuance following the beginning of the refund period, such checks shall be mailed to the Applicant’s registered address at the Applicant’s risk.
As required under the listing rules of the PSE (the “PSE Rules”), the shares subject of the Offer should be in scripless form and lodged with the Philippine Depository and Trust Corporation (“PDTC”) under their NoCD facility. As such, applicants are required to nominate an Eligible TP (subject to the latter’s confirmation) through whom the LSI applicant may request for the creation of their NoCD account where the subscribed shares will be lodged. An LSI applicant may maintain the Offer Shares in scripless form or opt, at their own cost and expense, to have the stock certificates issued to them by requesting an upliftment of the relevant Offer Shares from the PDTC’s electronic system after the Offer Shares are listed on the PSE. Further, kindly coordinate with your chosen Trading Participant on the creation of your NOCD Account.
Any questions related to the Initial Public Offering may be directed to the Sole Local Coordinator and Local Lead Underwriter through
BPI Capital Corporation
Jennifer V. Ho
Neil Gabriel A. Umlas
Pia Socorro V. Pelobello
Davison Clinton D. Engay
The offering information on this Web site is intended to be available only to Philippine and non-Philippine citizens residing in the Philippines or corporations or judicial entities organized and existing under Philippine law (except to U.S. persons as defined under Regulation S of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), and is not intended for distribution outside the Philippines. The information contained in this Web site may not be published or distributed, directly or indirectly, in the United States and this information does not constitute an offer of Offer Shares for sale in the United States. The Offer Shares described in this Web site or the documents or information available on this Web site have not been, and will not be, registered under U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, into the United States or to U.S. persons unless the Offer Shares are so registered or an exemption from the U.S. registration requirements is available. There will be no public offer of the Offer Shares mentioned herein in the United States.