1. What is the Follow-On Offering (FOO) of A Brown Company, Inc. (BRN)?
BRN is offering up to 15 million preferred shares at an offer price of ₱100 per share consisting of a base offering of up to 10,000,000 Preferred Shares to be offered in up to two (2) series (Series B and Series C Preferred Shares) and an oversubscription option of another 5 million preferred shares.
2. What is an FOO?
FOO stands for Follow-On Offering. It is a public offering of additional shares after a company's initial public offering (IPO).
3. Who is the issuer?
A Brown Company, Inc. (BRN) originated as Bendana, Brown, Pizarro & Associates, Inc. in 1966, later becoming Epic Holdings Corporation (EHC) in 1992. Following a merger in 1993, it adopted its current name and serves as the holding company for the Brown Group of Companies.
BRN specializes in horizontal real estate development, focusing on high-end to socialized housing in Northern Mindanao. Notable projects include Xavier Estates, Teakwood Hills, and West Highlands with a golf course in Butuan City. BRN has diversified into power generation through affiliates like Palm Concepcion Power Corporation and ventured into palm oil production via A Brown Energy and Resources Development, Inc. (ABERDI), a wholly-owned subsidiary.
BRN's subsidiaries encompass various industries, including real estate, power generation, and palm oil. Notable acquisitions include 99.995% of Vires Energy Corporation in June 2020.
4. What are the details of the offering?
| Stock Symbol |
Series B Preferred Shares: BRNPB Series C Preferred Shares: BRNPC |
| Offer Size | Up to Php 1.5B (Base Offer 10M shares plus 5M oversubscription option) |
| Par Value | P1 per share |
| Price | P100 per share |
| Dividend Rate |
Series B Preferred Shares: 8.25% per annum Series C Preferred Shares: 8.75% per annum |
| Dividend Rate Step-Up |
Series B: 3.5 years from Issue Date, higher of a) simple ave. of the closing per annum rate of 10Y BVAL for 3 days plus 5%; or b) floor rate of 9.75%
Series C: 5 years from Issue Date, higher of a) simple ave. of the closing per annum rate of 15Y BVAL for 3 days plus 5%; or b) floor rate of 11.50% |
| Dividend Payment Dates | Quarterly (May 23, Aug 23, Nov 23, Feb 23) |
| Allocation per broker | 16,250 shares or P1,625,000.00 |
| Minimum Subscription | 500 shares and in multiples of 50 shares thereafter |
| Offer Period | Feb 12-16, 2024 |
| Deadline of firm reservation and full payment to FMSBC | Feb 13, 2024, 12noon |
| Listing Date | Feb 23, 2024 |
| Sole Issue Manager, Lead Underwriter, and Sole Bookrunner |
PNB Capital and Investment Corporation
|
5. What are the key characteristics of the BRN FOO Series B and Series C Preferred Shares?
The shares are perpetual, cumulative, non-participating, non-voting, redeemable, and non-convertible Philippine Peso-denominated Series B and Series C Preferred Shares.
6. What is the intended use of the proceeds from the FOO Series B and Series C Preferred Shares?
BRN will use the net proceeds for the development of pipeline real estate projects, landbanking, and for other general corporate purposes.
7. Where can I learn more about BRN’s Follow-On Offering?
Investors can refer to official announcements and disclosures from BRN’s official website and the Philippine Stock Exchange (PSE). Investors are advised to carefully review the offer terms and conduct their own due diligence before participating.
See PSE’s Listing Notice HERE.
8. How do I participate in the BRN’s FOO Series B and Series C Preferred Shares?
Log in to your FirstMetroSec account and go to ACCOUNT > CORPORATE ACTIONS. Please ensure that you have enough cleared/withdrawable funds before participating.
You may also refer to the full instructions HERE.