SEC approves VistaREIT, Raslag IPOs

The Securities and Exchange Commission (SEC) has considered favorably the initial public offerings (IPO) of VistaREIT, Inc. of up to PHP9.178 billion and of Raslag Corp. worth up to PHP700 million.

In its meeting on May 5, the commission en banc resolved to render effective the registration statements of VistaREIT and Raslag covering 7.5 billion common shares and 1.5 million common shares, respectively, subject to the companies’ compliance with certain remaining requirements.

VistaREIT

VistaREIT is a real estate investment trust (REIT) sponsored by Villar-led companies – Masterpiece Asia Properties, Inc., Manuela Corporation, Vista Residences, Inc., Crown Asia Properties, Inc., and Communities Pampanga, Inc.

The company will offer up to 3,337,500,000 common shares at a price of up to PHP2.50 per share, with an over allotment option of up to 333,750,000 common shares.

The shares, which are currently owned by the sponsors, will be listed and traded on the Main Board of the Philippine Stock Exchange (PSE).

Assuming the overallotment option is fully exercised, VistaREIT will net PHP8.79 billion from the offer.

The sponsors will receive the entire proceeds of the offer, which shall be reinvested in the Philippines, pursuant to the revised implementing rules and regulations of Republic Act No. 9856, or the Real Estate Investment Trust (REIT) Act of 2009.

New investors will corner 48.95 percent of VistaREIT’s issued and outstanding common shares, while existing shareholders will retain the remaining 51.05 percent, should the company exercise the oversubscription option.

As mandated by law, VistaREIT shall distribute to shareholders at least 90 percent of its annual distributable income as dividends.

The distributable income refers to the company’s net income as adjusted for unrealized gains and losses/expenses and impairment losses, and other items in accordance with internationally accepted accounting standards. It excludes proceeds from the sale of the REIT’s assets that are reinvested in the REIT within one year from the date of the sale.

VistaREIT expects to conduct the IPO from May 10 to 16 and debut on the PSE on May 26, based on the latest timetable the company has submitted to the SEC.

The company engaged BDO Capital & Investment Corporation, China Bank Capital Corporation, PNB Capital and Investment Corporation, RCBC Capital Corporation, and SB Capital Investment Corporation as joint lead underwriters for the offer, with Abacus Capital and Investment Corporation as participating underwriters.

VistaREIT’s portfolio currently includes 10 community malls and two office buildings with a gross leasable area of 256,403.95 square meters.

The company’s malls are located in Metro Manila, Cavite, Rizal, Bulacan, Pampanga, and Cebu, while its office buildings are in Taguig and Bacoor, Cavite.

The company tapped VProperty Management, Inc. and VFund Management, Inc. as property manager and fund manager, respectively.

Raslag

Raslag will offer to the public up to 350 million common shares priced at up to PHP2 per share, with an over allotment option of up to 52.5 million common shares to be offered by selling shareholder J Ten Equities, Inc. The shares will be listed and traded on the Main Board of the PSE.

The company expects to net PHP648.08 million from the offer, while the selling shareholder will receive the proceeds from the exercise of the over allotment option, which could reach up to PHP105 million.

Proceeds from the offer will be used to finance the company’s solar projects, namely RASLAG-4, a 35.1-megawatt (MW) solar photovoltaic plant in Magalang, Pampanga, and RASLAG-5, with a capacity of about 60MW.

The offer period for Raslag’s shares is set to run from May 24 to 30, in time for their listing on June 6, based on the latest timeline submitted to the SEC.

Raslag is a domestic renewable energy developer founded by Peter Nepomuceno of the Nepomuceno family in Angeles City, Pampanga, and Conrado Pecjo, the business development manager of Angeles Power, Inc.

It currently focuses on the development of solar power projects, with two operating in Pampanga.

The company tapped China Bank Capital Corporation as sole issue manager, sole underwriter, and sole bookrunner for the offer.