SPONSOR/S REINVESTMENT PLAN - DDMP REIT, INC.
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ANNEX 1 SPONSOR/S REINVESTMENT PLAN In connection with the Offer of DDMP REIT, Inc. (formerly DD Meridian Park Development Corp.) (Incorporated in the Republic of the Philippines) Secondary Offer of up to [5,942,488,469] Common Shares with an Over-allotment Option of up to [594,248,847] Common Shares Offer Price of up to ₱[2.25] per Offer Share As of November [•], 2020
TABLE OF CONTENTS Page I. EXECUTIVE SUMMARY ..................................................................................................................... 3 II. ABOUT THE SPONSOR........................................................................................................................ 3 A. Company Background ....................................................................................................................... 4 B. Management and Organization ......................................................................................................... 5 C. Background of Sps. Yujuico .............................................................................................................. 6 III. PROCEEDS RECEIVED BY THE SPONSOR/S ................................................................................ 7 IV. REINVESTMENT PLAN ....................................................................................................................... 8 V. MONITORING AND REVIEW .......................................................................................................... 13 VI. REPORTING ......................................................................................................................................... 13
I. EXECUTIVE SUMMARY This Reinvestment Plan sets forth the planned use of the net proceeds received by DoubleDragon Properties Corp. (“DoubleDragon”) and Sps. Benedicto V. Yujuico (“Sps. Yujuico”) from the secondary offer and sale of up to [5,942,488,469] Common Shares with an Over-allotment Option of up to [594,248,847] Common Shares (“Offer Shares”) of DDMP REIT, Inc. (“DDMP REIT”) at an Offer Price of up to ₱[2.25] per Offer Share (“the Offer”). DoubleDragon will receive seventy percent (70%) of the proceeds from the sale of the Offer Shares in the Offer and expects to raise ₱[9,359.42 million] as gross proceeds from the Offer without overallotment option and ₱[10,295.36 million] with overallotment option. DoubleDragon estimates that the net proceeds from the Offer after deducting expenses payable by the Company, will be approximately ₱[9,030.50] without overallotment option and ₱[9,929.53] with overallotment option. Sps. Yujuico will receive thirty percent (30%) of the proceeds from the sale of the Offer Shares in the Offer and expects to raise ₱[4,011.18 million] as gross proceeds from the Offer without overallotment option and ₱[4,412.30 million] with overallotment option. DoubleDragon estimates that the net proceeds from the Offer after deducting expenses payable by Sps. Yujuico, will be approximately ₱[3,870.21] without overallotment option and ₱[4,255.69] with overallotment option. Pursuant to Securities and Exchange Commission (“SEC”) Memorandum Circular No. 1, series of 2020, and Bureau of Internal Revenue (“BIR”) – Revenue Regulations No. 3-2020, any sponsor/promoter of a REIT who contributes income-generating real estate to a REIT, shall submit a sworn statement to the SEC, the Philippine Stock Exchange (“PSE”), and the BIR, a reinvestment plan undertaking to reinvest any proceeds realized by the sponsor/promoter from the sale of REIT shares or other securities issued in exchange for income-generating real estate transferred to the REIT, in any real estate, including any redevelopment thereof, and/or infrastructure projects in the Philippines, within one (1) year from the date of receipt of proceeds or money by the sponsor/promoter. Following current regulations, DoubleDragon intends to invest its net proceeds in four (4) office towers in Metro Manila two (2) hotel properties located in Boracay and in Mactan, Cebu and twenty (20) warehouse complexes located all over the Philippines through an equity infusion in its subsidiary CentralHub Industrial Centers Inc. (“CHICI”). Sps. Yujuico intend to invest their net proceeds in DoubleDragon’s subsidiary CHICI which is DoubleDragon’s industrial warehouse leasing arm which intends to expand to a total of twenty (20) warehouse complexes from its current five (5) warehouse complexes. Post infusion, DoubleDragon will own seventy percent (70%) of CHICI while Sps. Yujuico will own thirty percent of CHICI. All disbursements from such projects are intended to be distributed within one year from receipt of the proceeds from the secondary offer of DDMP REIT shares and any money raised by DoubleDragon or the Sps. Yujuico from the sale of income-generating real estate to DDMP REIT. Please see section on “Reinvestment Plan” starting on page [7] of this Sponsor/s reinvestment plan for details on the reinvestment projects. DoubleDragon and the Sps. Yujuico do not intent to reinvest the net proceeds from the Offer Shares in any infrastructure projects. Please refer to the REIT Plan definitions for any capitalized term not specifically defined herein. II. ABOUT THE SPONSOR/S A. Company Background DoubleDragon Properties Corp., is a corporation organized under the laws of the Philippines. As of October 16, 2020, 69.7% of the DoubleDragon’s common shares are held equally by Honeystar Holdings Corp. (“Honeystar”) and Injap Investments Inc. (“Injap Investments”), 29.89% are held publicly, of which 13.34% are held by foreign owners. DoubleDragon is a real estate company in the Philippines, principally engaged in the ownership and operation of a portfolio of leasable properties through its four principal business segments: retail leasing, office leasing, hospitality and industrial leasing, with the aim of becoming one of the leading property players in the Philippines with the highest percentage of recurring revenue. DoubleDragon’s two principal shareholders are Injap Investments, controlled by the Sia family, who founded the Filipino
barbeque fastfood chain Mang Inasal and listed consumer company MerryMart Consumer Corp. and Honeystar, controlled by the Tan and Ang families, who also control Jollibee Foods Corporation (“JFC”), the largest fast food company in the Philippines and one of the largest quick service restaurants in the world. As of September 30, 2020, through its Subsidiary, CityMall Commercial Centers Inc. (“CMCCI”), DoubleDragon owns and operates 36 CityMalls, primarily located in the provincial areas of the Philippines. The Company also has 13 CityMalls under construction, with an additional land bank for 15 CityMalls. CMCCI is 66% owned by DoubleDragon and 34% owned by SM Investments Corp. (“SMIC”), the holding company for one of the largest conglomerates in the Philippines. In addition to 36 CityMalls, DoubleDragon has three other operational malls, namely: Dragon8 Mall in Divisoria Manila City, DoubleDragon Plaza Retail in DD Meridian Park, Pasay City (which forms part of the assets of DDMP REIT Inc.) and Umbria Commercial Center in Biñan, Laguna. DoubleDragon operations a total of 39 malls nationwide. DoubleDragon’s office leasing segment primarily consists of three key projects under development, DD Meridian Park, Jollibee Tower and Robinsons DoubleDragon Square its joint venture office project with Robinsons Land Corp. (“RLC”) located in Bridgetowne Libis Quezon City. DD Meridian Park, a 4.8 hectare project located in the Manila Bay area of Pasay City, and which is 70%-owned, through the Company and 30%-owned by Sps. Yujuico. The development will feature seven office towers and luxury services residences, and will be constructed in four phases. The first phase of DD Meridian Park comprises Towers 1 to 4 of DoubleDragon Plaza, was completed in 2018. The second phase comprising DoubleDragon Center East and DoubleDragon Center West were completed in 2019. The third phase comprising of DoubleDragon Tower is expected to be completed within 2020, while the fourth phase comprising luxury serviced residences, Ascott-DD Meridian Park, is currently under construction and expected to be completed by 2022. DoubleDragon Tower and Ascott-DD Meridian Park and the land where such properties are situated have been leased by DoubleDragon subsidiaries DD Tower, Inc. and DDMP Serviced Residences, Inc., respectively, pursuant to contracts of lease dated [●], 2020. Jollibee Tower is a Grade A 41-storey commercial and office tower situated in the heart of the Ortigas central business district in Metro Manila. The project, which was completed in 2019, is a joint venture between DoubleDragon and JFC, who also serves as the building’s anchor tenant. Robinsons DoubleDragon Square is located in a 1 hectare property jointly owned by RLC and DoubleDragon located along E. Rodriguez Jr. Avenue in Libis, Quezon City adjacent to and will form part of RLC’s first township development, Bridgetown. Robinsons DoubleDragon Square will comprise of two office towers on top of a retail and parking podium. In addition to DD Meridian Park, Jollibee Tower, and Robinsons DoubleDragon Square DoubleDragon also owns The SkySuites Tower, comprising two towers, including an office tower which is currently being leased to tenants. DoubleDragon’s hospitality segment is operated through its Subsidiary, Hotel of Asia, Inc. (“HOA”), which is 70%-owned by DoubleDragon. As of September 30, 2020, the DoubleDragon’s hospitality operations comprise 876 operating hotel rooms, including the Company’s own hotel brand, “Hotel 101”, which currently has one operating hotel in the Bay Area near the Mall of Asia. In addition to the 876 operational rooms, DoubleDragon has a pipeline of 4,952 hotel rooms which include hotels under construction and hotels in the planning and design stage. CSI Hotels, Inc., a 50%-owned subsidiary of HOA, is the Philippines’ master franchisee of the “Jinjiang Inn” brand, with three hotels in operation in Ortigas and Makati, Metro Manila and Boracay as of September 30, 2020. Hotel 101 Management Corporation, a wholly owned Subsidiary of HOA, operates all of HOA’s operational hotels including Hotel 101-Manila, Jinjiang Inn-Ortigas, Jinjiang Inn-Makati, Jinjiang Inn-Boracay and Injap Tower, a 21-storey condotel located in Iloilo City. As of September 30, 2020, the Company had two hotels under construction, Hotel 101-Fort and Hotel 101-Davao, with five more hotels in the planning and development stage. DoubleDragon recently announced the eighth Hotel 101 and latest project of HOA, Hotel 101-Libis, which is designed to be a 745-room hotel. DoubleDragon’s latest venture into the growing industrial leasing segment is through its wholly owned Subsidiary, CHICI. As of September 30, 2020, the Company, through CHICI, acquired a 6.2 hectare parcel of land in Luisita Industrial Park, Tarlac for its first industrial hub. CentralHub-Tarlac will be built over four phases, the first of which was completed in 2018 and leased out to Zenith Foods Corporation (Red Ribbon) as a commissary. The second and third phase have been substantially completed as of September 30, 2020, while the fourth phase is currently under construction. DoubleDragon also acquired a 3.9 hectare parcel of land in Iloilo for its second CentralHub complex, which is strategically located
along a national highway approximately five kilometers from Iloilo International Airport and ten kilometers from center of Iloilo City. DoubleDragon also acquired a 5.2 hectare parcel of land in Danao, Cebu which will be its third CentralHub complex. DoubleDragon secured the site of its fourth CentralHub complex in 2019, covering an 8.2 hectare parcel of land along the Daan Maharlika Highway in Davao City which is a joint venture with Alsons Development and Investment Corporation. DoubleDragon also secured CentralHub-Capiz which is currently operational and 100% leased out. DoubleDragon intends to acquire additional sites that are strategically located across Luzon, Visayas and Mindanao. The industrial centers will contain standardized, multi-use, and industrial quality warehouses suited for commissaries, cold storage and logistics centers to be leased to locators operating nationwide. B. Management and Organization The overall management and supervision of DoubleDragon is undertaken by its Board of Directors. DoubleDragon’s executive officers and management team cooperate with its Board by preparing appropriate information and documents concerning its business operations, financial condition and results of operations for its review. Pursuant to DoubleDragon’s current Articles of Incorporation, as amended on 14 April 2016, the Board consists of eight members. As of 31 March 2020, two members of the Board are independent directors. All of the directors were re-elected at the Company’s annual shareholders meeting on 30 August 2019 and will hold office for a period of one (1) year from their election and until their successors have been duly elected and qualified. The table below sets forth each member of DoubleDragon’s Board as of the date of this Offering Circular. Name Age Nationality Position Edgar J. Sia II. ................................ 43 Filipino Chairman of the Board and CEO Tony Tan Caktiong ......................... 67 Filipino Co-Chairman of the Board Ferdinand J. Sia .............................. 41 Filipino Director and President Rizza Marie Joy J. Sia .................... 30 Filipino Director, Treasurer and CFO William Tan Untiong ...................... 66 Filipino Director and Corporate Secretary Joseph Tanbuntiong ........................ 56 Filipino Director and Assistant Corporate Secretary Gary P. Cheng ................................ 55 Filipino Independent Director Vicente S. Perez, Jr. ........................ 61 Filipino Independent Director Messrs. Artemio V. Panganiban and Ernesto Tanmantiong serve as advisors to the Board. The business experience of each of the directors and advisors in the last five years or more is set forth below. Edgar J. Sia II is the Chairman and Chief Executive Officer of Injap Investments Inc. Mr Sia is also the Founder of Mang Inasal Philippines, Inc. and various other companies. He obtained his Doctorate Degree from the University of San Agustin Honoris Causa Major in Management in 2012. Tony Tan Caktiong is the Chairman of Honeystar Holdings Corporation and the Founder and current Chairman of Jollibee Foods Corp. since 1978. Mr. Tan Caktiong is also a Director of First Gen Corporation since 2005 and a Member of the Board of Trustees of Jollibee Group Foundation, Temasek Foundation, and St. Luke’s Medical Center. He graduated from the University of Santo Tomas in 1975 with a degree in Chemical Engineering. Ferdinand J. Sia is the President and Chief Operating Office of Injap Investments Inc. He also served as a Director of Mang Inasal Philippines, Inc. from 2006-2016. He graduated from the University of the Philippines Visayas with a degree in Bachelor of Arts in Political Science and took up law in Arellano University College of Law. Rizza Marie Joy J. Sia is the Treasurer and Chief Finance Officer of Injap Investments Inc. She serves as the Treasurer of People’s Hotel Corp. and as a Director of Hotel of Asia since 2008. She graduated from the University of the Philippines Visayas with a degree in Bachelor of Science in Accountancy and is a Certified Public Accountant.
William Tan Untiong has been a Director of Jollibee Foods Corp. since 1993 and likewise serves as a director and treasurer of Honeystar Holdings Corporation. He is the Vice President for Real Estate of Jollibee Foods Corp since 1989. He was appointed as Chief Real Estate Office in 2015. Joseph Tanbuntiong is the President of Jollibee Philippines starting 1 July 2013. He is the former President of Red Ribbon Philippines, having served there since 2008. He graduated from Ateneo de Manila University with a degree in Management Engineering. Gary P. Cheng is an investment banking professional with over 20 years of corporate finance and capital markets experience. He is currently the Managing Director and co-founder of Fortman Cline Capital Markets Limited since 2007. Dr. Cheng served as the former President/CEO of Amalgamated Investment Bancorporation from 2003 and 2008 and former Vice President of Investment Banking at J.P. Morgan from 1993 to 2001. Dr. Cheng obtained his doctorate in Philosophy from the University of Leeds, England in 1991. Vicente S. Perez, Jr. served as the Secretary of the Department of Energy from 2001 to 2005 and Managing Director of the Board of Investments in 2001. He is also the current Chairman of WWF Philippines and a member of WWF – International. Mr. Perez has a Masters in Business Administration – International Finance from the Wharton School University of Pennsylvania and a Bachelor’s Degree in Business Economics from the University of the Philippines. Chief Justice Artemio V. Panganiban is a retired Chief Justice of the Republic of the Philippines. He sits as independent director of several listed companies including Meralco, Petron Corporation, First Philippine Holdings Corp., Philippine Long Distance Telephone Company (PLDT); Metro Pacific Investment Corp., and GMA Network, Inc. among others. Ernesto Tanmantiong serves as President and Chief Executive Officer of Jollibee Foods Corp. He is also a Director of Grandworth Resources Corporation, Red Ribbon Bakeshop Inc., Fresh N’ Famous Foods, Inc. – Chowking, Honeystar Holdings Corp., and various other companies. DoubleDragon’s group structure is as follows: C. Background on the Sps. Yujuico AMB. Benedicto V. Yujuico is the current President of the Philippine Chamber of Commerce and Industry (“PCCI”).
He is involved in the property business through various land banking activities, joint ventures and partnerships, and in technology and venture capitalism. He is the Vice Chairman Emeritus of Double Dragon Meridian Park Development Corp., Chairman of Istana Development Corp. and Chairman of Athena e-Services Corp. He is also the chairman of Istana Social Development Foundation that promotes literacy among underprivileged children by granting scholarships and constructing school buildings, particularly in isolated communities. Earlier in his career, he invested in the construction and development of residential condominiums and office buildings in San Francisco, Daly City, San Mateo and Santa Clara. In the 1980s, he co-invested in start-up companies with 3M Ventures, the venture capital arm of the 3M Co. and New Enterprise Associates, (Dick Kramlich), one of the world’s largest venture capital firms. He is now organizing the Center for Innovation and Entrepreneurship, a dynamic ecosystem that aims to provide workspace, funding, coaching, workshops and mentorship to young entrepreneurs and innovators. He served as a special envoy of the President with the rank of Ambassador for Trade Relations for Eastern Europe, then North America and Latin America under then President Gloria Macapagal Arroyo. He was president of the Confederation of Asia-Pacific Chambers of Commerce and Industry (CACCI) from 2010 to 2014. He got his undergraduate degree in Business and Economics at the Saint Mary’s College of California and graduated from the Wharton Graduate School of Business with a MBA in Banking and Finance. He is married to Teresita M. Yujuico, who is a house wife. III. PROCEEDS RECEIVED BY THE SPONSOR/S The Sponsor/s estimate that the net proceeds from the Offer after deducting expenses payable by the Company, will be approximately ₱[12,900.71] without overallotment option and ₱[14,185.65] with overallotment option, estimated as follows: Estimated Estimated Amounts Firm Amounts with Offer Overallotment Option (₱ millions) (₱ millions) Estimated Proceeds from the Offer ...................................................................... [13,370.6] [13,370.6] Less: Estimated fees, commissions and expenses .................................................... Philippine SEC registration, filing, and research Fees ......................................... [6.9] [6.9] PSE listing and processing fee ............................................................................. [30.9] [30.9] Estimated Underwriter, Selling Agent, and other professional fees .................... [299.2] [325.9] Stock transaction fees ........................................................................................... [129.4] [154.8] Other expenses ..................................................................................................... [3.5] [3.5] Total estimated expenses ................................................................................... [469.9] [522.0] Estimated net proceeds from the Offer ............................................................ [12,900.71] [14,185.65] The entire proceeds from the Offer will be used by DoubleDragon and Sps. Yujuico in accordance with this reinvestment plan. Pending the use of such proceeds, DoubleDragon and Sps. Yujuico may invest the net proceeds in short-term liquid investments including but not limited to short-term government securities, bank deposits and money market placements which are expected to earn interest at prevailing market rates. Estimated other expenses include fees for roadshow expenses, publication, and other third-party services (e.g. stock transfer, receiving agency, LSI application processing fees, and printing, publication, and out- of-pocket expenses) that DoubleDragon and Sps. Yujuico expect to incur in relation to the Offer. The actual underwriting and selling fees and other Offer-related expenses may vary from the estimated amounts indicated above.
IV. REINVESTMENT PLAN The foregoing discussion represents a best estimate of the use of proceeds of the Offer based on the Sponsor/s current plans and anticipated expenditures. In the event there is any change in the Sponsor/s reinvestment plan, including force majeure, market conditions and other circumstances, Sponsor/s will carefully evaluate the situation and may reallocate the proceeds for future investments or other uses, and/or hold such funds in investments, whichever is in the best interest of the and Sponsor/s and its shareholders’ interest taken as a whole. Sponsor/s cost estimates may also change as these plans are developed further, and actual costs may be different from budgeted costs. For these reasons, timing and actual use of the net proceeds may vary from the foregoing discussion and the Sponsor/s management may find it necessary or advisable to alter its plans.
REINVESTMENT PLAN FIRM OFFER Total Planned Line of Percentage Completion Use for One 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Project Name Description Location Investment Type Business Status Completion Date Year 2021 2021 2021 2022 Disbursing Entity 1 CentralHub-Tarlac Industrial Warehouse Complex Tarlac Investment Industrial Ongoing 81% 2021 221,007,360 110,503,680 110,503,680 CHICI (32k GLA) in Building Warehouse Construction Cumulative Total 110,503,680 221,007,360 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 2 CentralHub-Cebu Industrial Warehouse Complex Cebu Investment Industrial Permitting 0% 2022 508,078,800 100,500,000 100,500,000 100,500,000 100,500,000 CHICI (Danao) (27k GLA) Danao in Building Warehouse Cumulative Total 100,500,000 201,000,000 301,500,000 402,000,000 (Post-REIT Ownership Leasing % 25% 25% 25% 25% 70% DD 30% Sps. Yujuico) 3 CentralHub-Iloilo Industrial Warehouse Complex Iloilo Investment Industrial Site 2% 2022 404,711,200 89,250,000 89,250,000 89,250,000 89,250,000 CHICI (22k GLA) in Building Warehouse Development Cumulative Total 89,250,000 178,500,000 267,750,000 357,000,000 (Post-REIT Ownership Leasing % 25% 25% 25% 25% 70% DD 30% Sps. Yujuico) 4 CentralHub-Capiz Industrial Warehouse Complex Capiz Investment Industrial Operational 22% 2022 265,255,200 132,627,600 132,627,600 CHICI (20k GLA) in Building Warehouse Construction Cumulative Total 132,627,600 265,255,200 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 5 CentralHub-Davao Industrial Warehouse Complex Davao Investment Industrial Ongoing 0% 2022 721,437,600 360,718,800 360,718,800 CHICI (15k GLA) in Building Warehouse Construction Cumulative Total 360,718,800 721,437,600 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 6 CentralHub-South Luzon Industrial Warehouse Complex Laguna/Cavite Investment in Industrial Site Selection 0% 2022 804,000,000 402,000,000 402,000,000 CHICI (30k GLA) Land and Building Warehouse Cumulative Total 402,000,000 804,000,000 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 7 CentralHub-Zamboanga Industrial Warehouse Complex Zamboanga Investment in Industrial Site Selection 0% 2022 402,000,000 60,300,000 40,200,000 100,500,000 201,000,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 60,300,000 100,500,000 201,000,000 402,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 8 CentralHub-Butuan Industrial Warehouse Complex Butuan Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 9 CentralHub-Cebu (Site 2) Industrial Warehouse Complex Cebu Investment in Industrial Site Selection 0% 2022 447,000,000 67,050,000 44,700,000 111,750,000 223,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 67,050,000 111,750,000 223,500,000 447,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 10 CentralHub-Naga Industrial Warehouse Complex Naga Investment in Industrial Site Selection 0% 2022 402,000,000 60,300,000 40,200,000 100,500,000 201,000,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 60,300,000 100,500,000 201,000,000 402,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 11 CentralHub-Surigao Industrial Warehouse Complex Surigao Investment in Industrial Site Selection 0% 2022 328,772,973 49,315,946 32,877,297 82,193,243 164,386,487 CHICI (13k GLA) Land and Building Warehouse Cumulative Total 49,315,946 82,193,243 164,386,487 328,772,973 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 12 CentralHub-Bohol Industrial Warehouse Complex Bohol Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 13 CentralHub-Negros Industrial Warehouse Complex Negros Investment in Industrial Site Selection 0% 2022 447,000,000 67,050,000 44,700,000 111,750,000 223,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 67,050,000 111,750,000 223,500,000 447,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico)
REINVESTMENT PLAN FIRM OFFER Total Planned Line of Percentage Completion Use for One 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Project Name Description Location Investment Type Business Status Completion Date Year 2021 2021 2021 2022 Disbursing Entity 14 CentralHub-Palawan Industrial Warehouse Complex Puerto Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Princesa Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Palawan Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 15 CentralHub-Cagayan de Oro Industrial Warehouse Complex Cagayan Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) de Oro Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 16 CentralHub-Tuguegarao Industrial Warehouse Complex Tuguegarao Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 17 CentralHub-General Santos Industrial Warehouse Complex Zamboanga Investment in Industrial Site Selection 0% 2022 402,000,000 60,300,000 40,200,000 100,500,000 201,000,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 60,300,000 100,500,000 201,000,000 402,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 18 CentralHub-Leyte Industrial Warehouse Complex Tacloban/ Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Palo Leyte Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 19 CentralHub-Boracay Industrial Warehouse Complex Boracay Investment in Industrial Site Selection 0% 2022 86,200,000 12,930,000 8,620,000 21,550,000 43,100,000 CHICI (4k GLA) Land and Building Warehouse Cumulative Total 12,930,000 21,550,000 43,100,000 86,200,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 20 CentralHub-Bulacan Industrial Warehouse Complex Bulacan Investment in Industrial Site Selection 0% 2022 804,000,000 402,000,000 402,000,000 CHICI (30k GLA) Land and Building Warehouse Cumulative Total 402,000,000 804,000,000 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 21 Jollibee Tower 41-storey commercial and Ortigas CBD Investment Office For Turnover 95% 2020 909,102,093 909,102,093 DD office tower in Building Leasing Cumulative Total 909,102,093 (59k GLA) % 100% 22 Robinsons DoubleDragon 2 Office Towers on top of Bridgetowne Investment Office Planning & 0% 2023 1,795,940,009 538,782,003 538,782,003 359,188,002 359,188,002 RDDC Square a retail & parking podium. Libis QC in Building Leasing Design Cumulative Total 538,782,003 1,077,564,006 1,436,752,007 1,795,940,009 (34.28% owned by DD) (76k GLA) % 30% 30% 20% 20% 23 DD Meridian Tower Premium Office Building Bay Area Investment Office Ongoing 2% 2022 1,085,604,240 217,120,848 217,120,848 217,120,848 434,241,696 DD Meridian Manila in Building Leasing Construction Cumulative Total 217,120,848 434,241,696 651,362,544 1,085,604,240 Tower Corp. % 20% 20% 20% 40% (51.0% owned by DD) 24 Jinjiang Inn - 4 Storey Hotel on top of a Boracay Investment Hotel Permitting 0% 2022 414,128,000 124,238,400 124,238,400 165,651,200 HOA or its subsidiary Boracay Newcoast retail strip Newcoast in Building Cumulative Total 124,238,400 248,476,800 414,128,000 (70% owned by DD) (95 rooms) % 30% 30% 40% 25 Mactan Beachfront Property Mactan Cebu Investment Hotel Site Selection 0% 2021 310,475,038 310,475,038 HOA or its subsidiary Beachfront Property in Land Cumulative Total 310,475,038 (70% owned by DD) % 100%
REINVESTMENT PLAN WITH OVERALLOTMENT OPTION Total Planned Line of Percentage Completion Use for One 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Project Name Description Location Investment Type Business Status Completion Date Year 2021 2021 2021 2022 Disbursing Entity 1 CentralHub-Tarlac Industrial Warehouse Complex Tarlac Investment Industrial Ongoing 81% 2021 221,007,360 110,503,680 110,503,680 CHICI (32k GLA) in Building Warehouse Construction Cumulative Total 110,503,680 221,007,360 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 2 CentralHub-Cebu Industrial Warehouse Complex Cebu Investment Industrial Permitting 0% 2022 508,078,800 119,000,000 119,000,000 119,000,000 119,000,000 CHICI (Danao) (27k GLA) Danao in Building Warehouse Cumulative Total 119,000,000 238,000,000 357,000,000 476,000,000 (Post-REIT Ownership Leasing % 25% 25% 25% 25% 70% DD 30% Sps. Yujuico) 3 CentralHub-Iloilo Industrial Warehouse Complex Iloilo Investment Industrial Site 2% 2022 404,711,200 89,250,000 89,250,000 89,250,000 89,250,000 CHICI (22k GLA) in Building Warehouse Development Cumulative Total 89,250,000 178,500,000 267,750,000 357,000,000 (Post-REIT Ownership Leasing % 25% 25% 25% 25% 70% DD 30% Sps. Yujuico) 4 CentralHub-Capiz Industrial Warehouse Complex Capiz Investment Industrial Operational 22% 2022 265,255,200 132,627,600 132,627,600 CHICI (20k GLA) in Building Warehouse Construction Cumulative Total 132,627,600 265,255,200 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 5 CentralHub-Davao Industrial Warehouse Complex Davao Investment Industrial Ongoing 0% 2022 721,437,600 360,718,800 360,718,800 CHICI (40k GLA) in Building Warehouse Construction Cumulative Total 360,718,800 721,437,600 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 6 CentralHub-South Luzon Industrial Warehouse Complex Laguna/Cavite Investment in Industrial Site Selection 0% 2022 952,000,000 476,000,000 476,000,000 CHICI (40k GLA) Land and Building Warehouse Cumulative Total 476,000,000 952,000,000 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 7 CentralHub-Zamboanga Industrial Warehouse Complex Zamboanga Investment in Industrial Site Selection 0% 2022 476,000,000 71,400,000 47,600,000 119,000,000 238,000,000 CHICI (20k GLA) Land and Building Warehouse Cumulative Total 71,400,000 119,000,000 238,000,000 476,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 8 CentralHub-Butuan Industrial Warehouse Complex Butuan Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 9 CentralHub-Cebu (Site 2) Industrial Warehouse Complex Cebu Investment in Industrial Site Selection 0% 2022 595,000,000 89,250,000 59,500,000 148,750,000 297,500,000 CHICI (25k GLA) Land and Building Warehouse Cumulative Total 89,250,000 148,750,000 297,500,000 595,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 10 CentralHub-Naga Industrial Warehouse Complex Naga Investment in Industrial Site Selection 0% 2022 476,000,000 71,400,000 47,600,000 119,000,000 238,000,000 CHICI (20k GLA) Land and Building Warehouse Cumulative Total 71,400,000 119,000,000 238,000,000 476,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 11 CentralHub-Surigao Industrial Warehouse Complex Surigao Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 12 CentralHub-Bohol Industrial Warehouse Complex Bohol Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 13 CentralHub-Negros Industrial Warehouse Complex Negros Investment in Industrial Site Selection 0% 2022 587,980,582 88,197,087 58,798,058 146,995,146 293,990,291 CHICI (25k GLA) Land and Building Warehouse Cumulative Total 88,197,087 146,995,146 293,990,291 587,980,582 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico)
REINVESTMENT PLAN WITH OVERALLOTMENT OPTION Total Planned Line of Percentage Completion Use for One 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Project Name Description Location Investment Type Business Status Completion Date Year 2021 2021 2021 2022 Disbursing Entity 14 CentralHub-Palawan Industrial Warehouse Complex Puerto Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Princesa Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Palawan Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 15 CentralHub-Cagayan de Oro Industrial Warehouse Complex Cagayan Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) de Oro Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 16 CentralHub-Tuguegarao Industrial Warehouse Complex Tuguegarao Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 17 CentralHub-General Santos Industrial Warehouse Complex Zamboanga Investment in Industrial Site Selection 0% 2022 476,000,000 71,400,000 47,600,000 119,000,000 238,000,000 CHICI (20k GLA) Land and Building Warehouse Cumulative Total 71,400,000 119,000,000 238,000,000 476,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 18 CentralHub-Leyte Industrial Warehouse Complex Tacloban/ Investment in Industrial Site Selection 0% 2022 357,000,000 53,550,000 35,700,000 89,250,000 178,500,000 CHICI (15k GLA) Palo Leyte Land and Building Warehouse Cumulative Total 53,550,000 89,250,000 178,500,000 357,000,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 19 CentralHub-Boracay Industrial Warehouse Complex Boracay Investment in Industrial Site Selection 0% 2022 86,200,000 12,930,000 8,620,000 21,550,000 43,100,000 CHICI (4k GLA) Land and Building Warehouse Cumulative Total 12,930,000 21,550,000 43,100,000 86,200,000 (Post-REIT Ownership Leasing % 15% 10% 25% 50% 70% DD 30% Sps. Yujuico) 20 CentralHub-Bulacan Industrial Warehouse Complex Bulacan Investment in Industrial Site Selection 0% 2022 952,000,000 476,000,000 476,000,000 CHICI (40k GLA) Land and Building Warehouse Cumulative Total 476,000,000 952,000,000 (Post-REIT Ownership Leasing % 50% 50% 70% DD 30% Sps. Yujuico) 21 Jollibee Tower 41-storey commercial and Ortigas CBD Investment Office For Turnover 95% 2020 909,102,093 909,102,093 DD office tower in Building Leasing Cumulative Total 909,102,093 (59k GLA) % 100% 22 Robinsons DoubleDragon 2 Office Towers on top of Bridgetowne Investment Office Planning & 0% 2023 1,795,940,009 538,782,003 538,782,003 359,188,002 359,188,002 RDDC Square a retail & parking podium. Libis QC in Building Leasing Design Cumulative Total 538,782,003 1,077,564,006 1,436,752,007 1,795,940,009 (34.28% owned by DD) (76k GLA) % 30% 30% 20% 20% 23 DD Meridian Tower Premium Office Building Bay Area Investment Office Ongoing 2% 2022 1,085,604,240 217,120,848 217,120,848 217,120,848 434,241,696 DD Meridian Manila in Building Leasing Construction Cumulative Total 217,120,848 434,241,696 651,362,544 1,085,604,240 Tower Corp. % 20% 20% 20% 40% (51.0% owned by DD) 24 Jinjiang Inn - 4 Storey Hotel on top of a Boracay Investment Hotel Permitting 0% 2022 414,128,000 124,238,400 124,238,400 165,651,200 HOA or its subsidiary Boracay Newcoast retail strip Newcoast in Building Cumulative Total 124,238,400 248,476,800 414,128,000 (70% owned by DD) (95 rooms) % 30% 30% 40% 25 Mactan Beachfront Property Mactan Cebu Investment Hotel Site Selection 0% 2021 494,131,438 494,131,438 HOA or its subsidiary Beachfront Property in Land Cumulative Total 494,131,438 (70% owned by DD) % 100% 26 Baguio Hotel Hotel Baguio Investment Hotel Site Selection 0% 2021 266,070,774 266,070,774 HOA or its subsidiary in Land Cumulative Total 266,070,774 (70% owned by DD) % 100%
While DoubleDragon, its subsidiaries and Sps. Yujuico shall endeavor to cause the completion of the construction of the projects enumerated above within the projected time-frame, the time of completion and accordingly, the timing of disbursements projected above, are subject to fire, earthquake, other natural elements, acts of God, war, civil disturbance, government and economic controls, delay in the construction timetable and progress billings arising out of unforeseen site conditions or difficulty in obtaining the necessary labor or materials for the projects, or due to any other cause beyond the control of DoubleDragon, its subsidiaries and Sps. Yujuico. V. MONITORING AND REVIEW The Selling Shareholders shall monitor the actual disbursements of projects proposed in this Reinvestment Plan on a quarterly basis. For purposes of monitoring, the Selling Shareholders shall prepare a quarterly progress report of actual disbursements on the projects covered by this Reinvestment Plan. In the event of changes in the actual disbursements of projects proposed in this Reinvestment Plan, the Selling Shareholders, shall inform the SEC, PSE, BIR or the appropriate government agency, by sending a written notice to that effect. VI. REPORTING The Sponsor/s shall comply with the reportorial and disclosure requirement prescribed by the SEC, PSE, BIR, or the appropriate government agency. The Sponsor/s shall submit with the PSE, a quarterly progress report, and a final report on the implementation of the Reinvestment Plan, duly certified by its Chief Finance Officer, Treasurer, and External Auditor. The quarterly progress report shall be submitted to the PSE following the relevant PSE rules. The Selling Shareholders shall likewise submit a final report on the implementation of the REIT Plan and submit the same to the PSE. The Reinvestment Plan and the status of its implementation shall be included in the appropriate structured reports of the Sponsor/s to the SEC, and the PSE. Any investment pursuant to the Reinvestment Plan shall also be disclosed by the Sponsor/s via SEC Form 17-C as such investment is made. The Sponsor/s shall likewise furnish the SEC with copies of the relevant documentary stamp tax returns, as may be applicable.
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