Splash Final

  • November 2019
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IPO for SPLASH CORPORATION Total size of offering: 223,848,107 Shares Price: P8.98 per share Offering Period: November 6, 2007 to November 12, 2007 Noontime Payment: Upon Subscription Distribution: (100% Local) Trading Participants (TP): 20% Local Small Investors (LSIP): 10% General Public (GP): 70%

44,769,621 Shares 22,384,811 Shares 156,693,675 Shares

Minimum Subscription: 1,000 shares, and thereafter in multiples of 1,000 shares Allocation per Trading Participant: 336,000 shares* *Note: Given the small size of the offering interested investors may try to avail of the Local Small Investors Program (LSIP) handled by the following underwriters: 1) FIRST METRO INVESTMENT CORPORATION Binondo Branch Makati Branch G/F Wellington Building 20/F GT Tower International Plaza Lorenzo Ruiz, Binondo Ayala Avenue cor HV Dela Costa St Manila Makati City Tel nos 241-4301 to 07 Tel nos 840-5751 / 858-7900

2) SB CAPITAL INVESTMENT CORPORATION 18/F Security Bank Centre 6776 Ayala Avenue, Makati City Tel nos. 867-6788 Please visit these institutions to secure and complete the necessary subscription forms, requirements, have the application forms signed by your broker, and then submit back to the appropriate underwriter along with your subscription payment**. ** The LSIP allows for a maximum subscription amount of P25,000 per subscriber (in the case of SPLASH at P8.98 - this would allow for a maximum of 2,000 shares each at P17,960). Detailed instructions can be found into the following pages. Thank you

MEMO FOR BROKERS T h e P h i l i p p i n e S t o c k Exchange, Inc. Disclosures Dividend Notice Stock Rights Notice

Stockholders’ Meeting SEC / Gov’t Issuance Transfer Agent’s Notice

Others:

Implementing Guidelines- LSI

Date : October 30, 2007 Subject : SPLASH CORPORATION Revised Application and Settlement Procedures for Local Small Investors Under the Small Investors Program

This is further to Memo for Brokers No. 0504-2007 dated October 26, 2007, regarding the Revised Timetable of Offering Activities of SPLASH CORPORATION (“Splash” or the “Company”). Attached is the Revised Application and Settlement Procedures for Local Small Investors under the Small Investors Program. For your information and guidance.

(Original Signed) MARSHA M. RESURRECCION OIC, Listings Department Noted by: (Original Signed) ROY JOSEPH M. RAFOLS COO/Head, Issuer Regulation Division

Finance / Admin / Membership Tel. No.688-7560/7440/7460

Market Regulatory Division Tel. No. 688-7559

Issuer Regulation Division Tel. No. 688-7501/7510

Information Technology Division Tel. No. 688-7405/819-4400

Capital Markets Devt Division Tel. No. 688-7590

CEO / OGC Tel. No. 688-7400/819-4408

Splash Corporation Application and Settlement Procedures for Local Small Investors Under the Small Investors Program 1. The Local Small Investors (“LSI”) program will be managed by the Joint Lead Underwriters, who are tasked to receive LSI applications from 9:00 a.m. November 6, 2007 to 12:00 nn of November 12, 2007. 2. Upon application, an LSI applicant is required to submit the following documents: •

Four (4) copies of the fully accomplished Splash Corporation application to purchase and two (2) copy of a duly executed signature card which can be secured from First Metro Investment Corporation or SB Capital Investment Corporation. FIRST METRO INVESTMTENT CORPORATION Binondo G/F Wellington Building Plaza Lorenzo Ruiz, Binondo Manila Tel Nos. 241 4301 to 07

Makati 20/F GT Tower International Ayala Avenue cor. H.V. Dela Costa Street Makati City Tel Nos. 840 5751 / 858 7900

SB CAPITAL INVESTMENT CORPORATION 18/F, Security Bank Centre 6776 Ayala Avenue, Makati City Tel Nos. 867 6788 •

Photocopy of two (2) valid and current government-issued IDs (e.g., SSS, GSIS, Driver’s License, Passport or PRC). For joint accounts/multiple investors in one application, two (2) valid IDs per account/investor are also required.



Payment (cash or Metro Manila clearing check). All check payments must be made payable to ”Splash IPO” and dated as of the date of submission of the application and crossed for deposit.

3. As required by the PSE for all subscribers to the IPO shares, LSI applicants should lodge his/her shares with the Philippine Depository and Trust Corporation (“PDTC”) and is required to nominate a PDTC participant (subject to the latter’s confirmation) to whom his/her shares will be lodged. The broker is required to sign-off on the LSI’s fully accomplished Splash Corporation application to purchase. 4. Multiple bookings (two or more applications by the same applicant) will not be allowed. Each LSI applicant may subscribe to not more than PhP 25,000 worth of IPO shares. 5. The duly received and accepted application of the LSI applicant will be made available for distribution at the office where the applicant submitted his/her application three (3) trading days after listing date. Prior to the release of the duly received and accepted application, an LSI applicant is required to present any valid ID for proper identification while the representative of the LSI applicant is required to present an authorization letter and proper identification documents.

MEMO FOR BROKERS T h e P h i l i p p i n e S t o c k Exchange, Inc. Disclosures Dividend Notice Stock Rights Notice Date Subject

Stockholders’ Meeting SEC / Gov’t Issuance Transfer Agent’s Notice

Others:

Offering Circular

: October 15, 2007 : SPLASH CORPORATION Offering Circular

Please be informed that the Board of Directors of the Exchange (“the Board”), in its regular meeting on October 10, 2007, approved the application of SPLASH CORPORATION (“Splash” or the “Company”), for the initial listing of 746,160,357 common shares, with a par value of P1.00 per share in the First Board of the Exchange. Of these, up to 188,848,107 common shares shall be offered to the public on a primary basis, and up to 35,000,000 common shares shall be offered to the public on a secondary basis at an offer price range of P8.70 to P11.18 per share. EXECUTIVE SUMMARY Shares Applied for Listing Issued and Outstanding Shares Primary Offering Total No. of Shares Applied for Listing Over-allotment Shares for Public Offering Primary Shares Secondary Shares Total No. of Offer Shares Distribution of Offer Shares Domestic Offering – 100% Trading Participants (TPs) – 20% Local Small Investors (LSI) – 10% General Public – 70% Distribution through TPs Total TP Allocation Allocation per TP (based on 133 active TPs as of September 30, 2007 and following the minimum subscription) Offer Price Range1 Selling Shareholder Offer Amount Est. 2008 Price-Earnings Ratio2 Est. P/BV post-IPO3

557,312,250 common shares 188,848,107 common shares 746,160,357 common shares 0 common shares 188,848,107 common shares 35,000,000 common shares 223,848,107 common shares 223,848,107 common shares 44,769,621 common shares 22,384,811 common shares 156,693,675 common shares 44,769,621 Up to Php500,524,362 336,000 common shares Up to Php3,756,480 Php8.70 - Php11.18 Splash Holdings, Inc. Php1,947,478,531.00- Php2,502,621,836.00 14.00X- 18.00X 2.54X-2.78X

1

The Offer Price for the Offer Shares shall be determined through a book-building program and discussions between the Company and the Joint Issue Managers and Joint Lead Underwriters. 2 EPS based on projected 2008 earnings of P464 million and 746,160,357 outstanding number of shares.

Page 1 of 4 Finance / Admin / Membership Tel. No.688-7560/7440/7460

Market Regulatory Division Tel. No. 688-7559

Issuer Regulation Division Tel. No. 688-7501/7510

Information Technology Division Tel. No. 688-7405/819-4400

Capital Markets Dev’t. Division Tel. No. 688-7590

CEO / OGC Tel. No. 688-7400/819-4408

MEMO FOR BROKERS T h e P h i l i p p i n e S t o c k Exchange, Inc. Disclosures Dividend Notice Stock Rights Notice

Stockholders’ Meeting SEC / Gov’t Issuance Transfer Agent’s Notice

Payment Terms

Offering Circular

The Offer Shares must be paid in full upon submission of duly accomplished Applications to Subscribe. Payments for the subscription and purchase of the Offer Shares must be made by check drawn against a BSP authorized agent bank in Metro Manila and made payable to the order of “Splash IPO” crossed “Payee’s Account Only.” The Offer Shares may be purchased by any person who is at least eighteen (18) years of age or a corporation, partnership or trust account subject to restrictions on the ownership, sale or transfer of the Offer Shares.

Eligible Applicants

3

Others:

Refunds

Refunds, in whole or in part, of payments for any Application not accepted or scaled down shall be made without interest. Each refund check shall be made available for pick-up at the head office of the Underwriter and/or LSI Selling Agent from whom the Applicant filed his/her/its Application to Subscribe within five (5) Banking Days after the Issue Date. Refund checks which remain unclaimed after thirty (30) Banking Days from Issue Date shall then be mailed at the risk of the Applicant to the address specified by the Applicant in its/his/her Application to Subscribe.

Minimum Subscription

Eligible Applicants may subscribe to a minimum of One Thousand (1,000) Offer Shares, and thereafter, in multiples of One Thousand (1,000) Offer Shares. No Application for multiples of any other number of Offer Shares shall be considered.

BV/share estimated at P3.42- P4.02. For details please see the discussion on “Dilution” in the Company’s Prospectus.

Page 2 of 4 Finance / Admin / Membership Tel. No.688-7560/7440/7460

Market Regulatory Division Tel. No. 688-7559

Issuer Regulation Division Tel. No. 688-7501/7510

Information Technology Division Tel. No. 688-7405/819-4400

Capital Markets Dev’t. Division Tel. No. 688-7590

CEO / OGC Tel. No. 688-7400/819-4408

MEMO FOR BROKERS T h e P h i l i p p i n e S t o c k Exchange, Inc. Disclosures Dividend Notice Stock Rights Notice

Stockholders’ Meeting SEC / Gov’t Issuance Transfer Agent’s Notice

Shares under Lock-up for 180 days4 (Post offer) Shareholder Splash Holdings, Inc. Shares under Lock-up for 365 days5 (Post-offer) Shareholder Splash Holdings, Inc. Total Proposed Timetable of Offering Activities Joint Issue Managers and Joint Lead Underwriters Selling Agents Independent Auditors Legal Counsel to the Underwriters Legal Counsel to the Issuer Independent Counsel to the Issue Stock Transfer Agent Receiving Bank Escrow Agent

4

Others:

Offering Circular

No. of Shares 72,312,243

%Ownership 10%

No. of Shares 450,000,000 522,312,243

%Ownership 60% 70%

First Metro Investment Corporation and SB Capital Investment Corporation Trading Participants of The Philippine Stock Exchange, Inc. Sycip Gorres Velayo & Co. Tamayao and Affiliates Atty. Ma. Lourdes Bantegui-Rodriguez DB Law Partnership Stock Transfer Services, Inc. Stock Transfer Services, Inc. Banco de Oro Universal Bank – Trust Banking Group

The existing stockholder who owns at least 10% of the issued and outstanding common shares has agreed, in compliance with the PSE rules, not to offer, sell or otherwise dispose of the Common Shares acquired or subscribed to prior to the Offer within a period of 180 days from the Listing Date.

5

If there is any issuance of shares or securities done or fully paid for within 180 days prior to the start of the Offer Period, and the transaction price shall be lower than that of the offer price in the initial public offering, all shares or securities availed from this transaction shall be subject to a lock-up period of 365 days from full payment of the aforesaid shares or securities.

Page 3 of 4 Finance / Admin / Membership Tel. No.688-7560/7440/7460

Market Regulatory Division Tel. No. 688-7559

Issuer Regulation Division Tel. No. 688-7501/7510

Information Technology Division Tel. No. 688-7405/819-4400

Capital Markets Dev’t. Division Tel. No. 688-7590

CEO / OGC Tel. No. 688-7400/819-4408

MEMO FOR BROKERS T h e P h i l i p p i n e S t o c k Exchange, Inc. Disclosures Dividend Notice Stock Rights Notice Date Subject

Stockholders’ Meeting SEC / Gov’t Issuance Transfer Agent’s Notice

Others:

: October 26, 2007 : SPLASH CORPORATION Revised Timetable of Offering Activities

Further to Memo for Brokers No. 0464-2007 dated October 15,2007, regarding Splash Corporation’s Initial Public Offering (“IPO”), please be informed of the revised timetable of offering activities of the Company: Activity Price-Setting Date Notification of Final Offer Price and Offer Size Trading Participants Commitment Period Start End – Submission of Undertaking Notice of Final Allocation to Trading Participants Domestic Offer Period Start End – Trading Participants Local Small Investors General Public/Underwriters Tentative Listing Date

Original Date October 31, 2007 October 31, 2007

New Date November 5, 2007 November 5, 2007

November 5, 2007 November 7, 2007 November 8, 2007

November 6, 2007 November 8, 2007 November 9, 2007

November 5, 2007 November 9, 2007

November 6, 2007 November 12, 2007

November 15, 2007

November 15, 2007

For your information and guidance. (Original Signed) MARSHA M. RESURRECCION OIC, Listings Department Noted by: (Original Signed) ROY JOSEPH M. RAFOLS Head, Issuer Regulation Division

Finance / Admin / Membership Tel. No.688-7560/7440/7460

Market Regulatory Division Tel. No. 688-7559

Issuer Regulation Division Tel. No. 688-7501/7510

Information Technology Division Tel. No. 688-7405/819-4400

Capital Markets Dev’t. Division Tel. No. 688-7590

CEO / OGC Tel. No. 688-7400/819-4408

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