NOTICE OF THE TENDER OFFER TO THE SHAREHOLDERS OF SEAFRONT RESOURCES CORPORATION
TO ALL SHAREHOLDERS OF SEAFRONT RESOURCES CORPORATION:
All shareholders of SEAFRONT RESOURCES CORPORATION (the “SPM” or the “Company”) are hereby notified that SPM filed a Tender Offer Report (in the form of SEC Form 19-1, including its annexes, exhibits and schedules) with the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”) in connection with its public tender offer to acquire up to Thirty Four Million Five Hundred Eighty Thousand (34,580,000) common shares of stock of SPM, representing Twenty One and Twenty One Hundredths percent (21.21%) of the Issued Shares (the “Tender Shares”).
Tender Offer Period and Price:
The Tender Offer will commence at 9:00 a.m. on January 29, 2026 and end at 3:00 p.m. on February 27, 2026. The Offer for the Tender Shares shall be at a price of ₱2.70 per share, which was deemed appropriate based on the Fairness Opinion and Valuation Report issued by Unicapital, Inc. on December 15, 2025.
Sufficiency of Funds and Key Dates
Rizal Commercial Banking Corporation confirms that the Company has available resources for the full implementation of the Tender Offer. Tender Shares validly tendered to and duly accepted for payment by the Company are intended to be crossed at the Philippine Stock Exchange, Inc. on March 10, 2026 (the “Cross Date”). Settlement Date shall be on March 12, 2026.
Check payments for Tender Shares duly accepted for payment shall be made available for pick-up by the tendering stockholder (the “Tender Seller”) or his/its duly authorized representative, from the Tender Offer Agent at its offices between 9:00 a.m. and 3:00 p.m. on Settlement Date. When collecting payment, the Tender Seller shall be required to present the Application Form duly conformed and accepted by the Buyer together with the proper identification documents. A duly authorized representative shall be required to present an authorization letter from the Tender Seller and proper identification.
Requirements for Tendering Shareholders
A valid tender of the Tender Shares shall be made by accomplishing and delivering the Application Form, which, along with the following attachments, must be received by the Tender Offer Agent not later than 3:00 p.m. of February 27, 2026.
(a) Original SPM stock certificates duly endorsed to the designated PCD Participant for lodgment and to be verified by the Tender Offer Agent with the Stock Transfer Agent, as valid and authentic certificates.
Tendering Shareholders whose shares are lodged with the Philippine Depository Trust Corporation (“PDTC”) who wish to offer all or a portion of their Tender Offer Shares for sale to the Bidder should instruct their brokers (Participating Brokers) to accomplish and submit, on their behalf, the duly accomplished Application, together with all the requirements as stated herein, to the Tender Offer Agent at its address as stated herein, and instruct their Participating Broker to electronically transfer their Common Shares to the Tender Offer Agent for receipt by the Tender Offer Agent prior to 3:00 p.m. of February 27, 2026.
For those whose stock certificate/s covering the Tender Share/s is/are lost, such shareholder(s) should submit to the designated PCD Participant, and such PCD Participant shall deliver to the Tender Offer Agent along with the Application no later than five (5) trading days prior to the end of the Tender Offer Period, the following: (i) one (1) original of a duly notarized affidavit of loss (in substantially the form of Annex B of the Application to Tender Form; (ii) copy of the affidavit of loss as published in a newspaper of general circulation; (iii) affidavit of publication (of affidavit of loss); and (iv) bond in the amount of twice the closing price per share of the SPM shares as of the date of execution of the affidavit of loss, multiplied by the number of shares covered by each lost stock certificate.
(b) IF THE APPLICANT IS AN INDIVIDUAL
Two (2) valid identification cards with the stockholder’s photographs and specimen signature, a duly accomplished signature card containing the specimen signature of the stockholder verified by its broker, and a duly notarized Special Power of Attorney, if he is acting through an attorney-in-fact (See Annex C of the Application to Tender Form;).
(c) IF THE APPLICANT IS A CORPORATION
(i) Notarized Board Resolution (substantially in the form of the Secretary’s Certificate attached as Annex D of the Application to Tender Form), authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signatures of those signatories. (ii) Copy of the SEC Registration or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iii) Copy of latest Articles of Incorporation and By-Laws of the Applicant or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Corporate Secretary or equivalent person having official custody of company records. (v) Copy of latest General Information Sheet (“GIS”) filed with SEC and certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (vi) For corporations based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed.
(d) IF THE APPLICANT IS A PARTNERSHIP
(i) Copy of SEC Registration or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (ii) Copy of the latest Articles of Partnership of the Applicant or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (iii) Notarized Partnership Resolution (in substantially the form of the Partners’ Certificate attached as Annex E of the Application to Tender Form) authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signature of the signatories. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Partnership Secretary or equivalent person having official custody of the partnership records. (vii) For partnerships based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed
The Tender Sellers shall have the right to withdraw the Tender Shares at any time during the Tender Offer Period, by filing a written notice of withdrawal with the Tender Offer Agent before 3:00 p.m. of February 27, 2026
Tendering Shareholders are advised to read the Application Form, the Tender Offer Report (including the Terms and Conditions of the Tender Offer appended as Exhibit A thereof) as filed by the Bidder with the SEC and the PSE.
For queries, please contact the Tender Offer Agent through the following:
RCBC SECURITIES, INC.
21st Floor, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City
Attention: Ms. Karen Movilla
Email: rsecsettlement@rcbc.com
Contact Number: 8894-9000 loc. 1676
Copies of the Application Form and the Tender Offer Report may also be obtained by Common Shareholders from the Tender Offer Agent.
Yours Truly,
RESOURCES CORPORATION
Corporate Secretary