1. What is the Tender Offer (TO) of Filinvest Land Inc. (FLI)?
FILINVEST LAND, INC. (FLI) will be conducting a voluntary tender offer from October 7 to November 27, 2024, as it intends to acquire up to One Billion Eight Hundred Sixty-Six Million (1,866,000,000) common shares, representing approximately Seven and 69/100 percent (7.69%) of the total outstanding shares of FLI through a voluntary tender offer, as approved by its Board of Directors on 25 September 2024.
Tendering shareholders shall receive Filinvest REIT Corp. (FILRT) common shares at an exchange ratio of 0.32 FILRT shares for every 1 FLI Share tendered. The Consideration Shares shall be rounded down to the nearest whole share and no fractional share will be issued.
2. What are the details of the offering?
| Party Making the Tender Offer | FLI | ||||||||||||
| Offer Shares | Up to 1,866,000,000 common shares | ||||||||||||
| Tender Offer Consideration |
0.32 FILRT shares for every 1 FLI share tendered
*Fractional shares will be disregarded |
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| Entitlement | Any registered owner of any number of Tender Shares as of any date during the Tender Offer Period is entitled to transfer his Tender shares to FLI, subject to and in accordance with the terms of the Tender Offer | ||||||||||||
| Cut-off for buying to be included in the Tender Offer | November 20, 2024, 5:00pm | ||||||||||||
| Tendering Shareholder Expenses | The customary selling charges (Stock Transaction Tax – 0.60%, SCCP – 0.01%, SEC Fees – 0.005%, PSE Fees – 0.005%, SIPF – 0.001%) estimated to be 0.621% of the gross amount of the accepted Tender Shares multiplied by FLI’s Crossing Price (Php1.00), including the Broker’s Selling commission +VAT, shall be deducted from the tendering shareholder’s trading account | ||||||||||||
| Tender Offer Period |
The Tender Offer shall be during business hours and will commence at 9:00 a.m. on 7 October 2024 and end at 12:00 p.m. on 27 November 2024.
In the event of a declaration of a new holiday(s) in the Philippines during the Tender Offer Period or the occurrence of any fortuitous event that would result in the closure of government offices for a full business day in Mandaluyong City, Makati City, and Taguig City, said Tender Offer Period will automatically be extended by the corresponding number of days of holiday or closure of government offices.
FLI reserves the right to extend the Tender Offer Period, in accordance with the Implementing Rules and Regulations of the Securities Regulation Code, subject to obtaining the approval of the Commission. |
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| Deadline to inform FMSec if will tender | November 22, 2024 | ||||||||||||
| Tender Offer Agent |
BPI Securities Corporation
Contact Persons: Mark Rome M. Race Buena M. Bascuguin Rainstar I. Roque
Telephone: 8580-4774 8580-4779 8580-4775
Address: 23/F ATG2 Paseo De Roxas Makati City
For inquiries on the Tender Offer, please contact any of the following personnel of the Tender Offer Agent:
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| Cross Date | December 9, 2024 | ||||||||||||
| Settlement Date | December 11, 2024 |
3. What is the purpose of the tender offer?
The purpose of this Tender Offer is to allow for a reacquisition of outstanding FLI shares which will result in additional treasury shares for FLI.
The Tender Offer is not expected to result in any material changes to FLI’s corporate structure or business operations. The total outstanding shares of FLI will remain above the minimum public ownership requirement and, thus, will not result in the delisting of shares.
4. Where can I learn more about FLI’s Tender Offer?
See PSE’s Tender Offer Report HERE.
5. How do I participate in the FLI Tender Offer?
Log in to your FirstMetroSec account and go to ACCOUNT > CORPORATE ACTIONS.
You may also refer to the full instructions HERE.