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ALCO Green Bonds Prospectus

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ALCO Green Bonds Prospectus PRELIMINARY PROSPECTUS ARTHALAND CORPORATION 7th Floor ArthaLand Century Pacific Tower 5th Avenue Corner 30th Street Bonifacio Global City, Taguig City Telephone Number (632) 403-6910 Shelf Registration in the Philippines of ₱6,000,000,000 Bond Program THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. This Prospectus is dated [•], 2019 ARTHALAND CORPORATION 7th Floor Arthaland Century Pacific Tower 5th Avenue Corner 30th Street Bonifacio Global City, Taguig City Telephone: (+632) 8403 6910 http://www.arthaland.com ARTHALAND CORPORATION is a world-class boutique real estate developer of enduring and sustainable properties. ALCO has built its mark in the Philippine real estate market by giving its commitment to sustainability and innovation, and by developing and managing properties that adhere to the global and national standards in green buildings. This Prospectus relates to the shelf registration and continuous offer by way of sale in the Philippines of ArthaLand Corporation (“ALCO”, the “Company”, or the “Issuer”) of fixed rate bonds in the aggregate principal amount of up to ₱6,000,000,000 (the “Bond Program”; the securities subject to the Bond Program, the “Bonds”), subject to the registration requirements of the SEC. The Bonds shall be sold and issued in tranches within a period of three (3) years (the “Shelf Period”) from [•]. The specific terms of the Bond Program with respect to each issue tranche thereof shall be determined by ALCO taking into account prevailing market conditions and shall be provided at the time of the relevant offering. The Bonds shall constitute the direct, unconditional, and unsecured obligations of ALCO and shall at all times rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu with all other present and future unsecured obligations of ALCO, other than obligations preferred by law. The Bonds shall effectively be subordinated in right of payment to, among others, all of ALCO's secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines without a waiver of preference or priority. For each tranche of the Bonds, an Offer Supplement will be issued by ALCO along with a prospectus. The relevant Offer Supplement will contain the final terms for a particular tranche of the Bonds subject of the offer and must be read in conjunction with the prospectus and the other related documents. Full information on ALCO and such offer of the Bonds is only available on the basis of the combination of the prospectus, the relevant Offer Supplement and the other related documents. All information contained in the prospectus are deemed incorporated by reference in the relevant Offer Supplement. For purposes of the first tranche of the Bond Program, this Prospectus dated [•] is the prospectus referred to in this paragraph. On 14 October 2019, the Board of Directors of ALCO (the “BOD”) approved the filing of a registration statement for the shelf registration of P6.0 Billion fixed rate bonds, and the offer and issuance of up to [P3,000,000,000] initial tranche of the Bonds. ALCO intends to cause the listing of the relevant tranche of the Bonds on the Philippine Dealing & Exchange Corporation (“PDEx”) for this purpose. However, there can be no assurance that such a listing will actually be achieved either before or after the relevant Issue Date or whether such a listing will materially affect the liquidity of the Bonds on the secondary market. Such listing would be subject to the Company’s execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis. ALCO reserves the right to withdraw any offer and sale of the Bonds at any time, and the underwriter/s (the “Underwriter/s”) for any particular offer of the Bonds reserve the right to reject any application to purchase the Bonds in whole or in part and to allot to any prospective purchaser less than the full amount of the Bonds sought by such purchaser. If an offer of the Bonds is withdrawn or discontinued, ALCO shall subsequently notify the SEC and, as applicable, the Philippine Dealing & Exchange Corp. (“PDEx”). The Underwriters, [any participating underwriter, co- manager and selling agent] for any particular offer of the Bonds may acquire for their own account a portion of the Bonds. The Company owns land as identified in the section on “Description of Property” on page 73. In connection with the ownership of private land, the Philippine Constitution states that no private land shall be transferred or conveyed except to citizens of the Philippines or to corporations or associations organized under the laws of the Philippines at 1 least 60.0% of whose capital is owned by such citizens. Accordingly, ownership of shares by foreign nationals in the Company shall be subject to the applicable foreign equity ownership limitation. No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this Prospectus. If given or made, any such information or representation must not be relied upon as having been authorized by the Company or any of the Underwriters that may be engaged by the Company for each tranche of the Bonds. The distribution of this Prospectus and the offer and sale of the Bonds may, in certain jurisdictions, be restricted by law. The Company and the Underwriters require persons into whose possession this Prospectus comes, to inform themselves of the applicable legal requirements under the laws and regulations of the countries of their nationality, residence or domicile, and as to any relevant tax or foreign exchange control laws and regulations affecting them personally. This Prospectus does not constitute an offer of any securities, or any offer to sell, or a solicitation of any offer to buy any securities of the Company in any jurisdiction, to or from any person whom it is unlawful to make such offer in such jurisdiction. Unless otherwise stated, the information contained in this Prospectus has been supplied by the Company. The Company (which has taken all reasonable care to ensure that such is the case) confirms that the information contained in this Prospectus is correct, and that there is no material misstatement or omission of fact which would make any statement in this Prospectus misleading in any material respect. The Company and the Underwriter/s have exercised due diligence in ascertaining that all material representations contained in this Prospectus, their amendments and supplements are true and correct and that no material information was omitted which was necessary in order to make the statements contained in said documents not misleading. Unless otherwise indicated, all information in the Prospectus is as of the date hereof. Neither the delivery of this Prospectus nor any sale made pursuant to this Prospectus shall, under any circumstances, create any implication that the information contained herein is correct as of any date subsequent to the date hereof or that there has been no change in the affairs of the Company and its subsidiaries since such date. Market data and certain industry forecasts used throughout this Prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, the Company does not make any representation, undertaking or other assurance as to the accuracy or completeness of such information or that any projections will be achieved, or in relation to any other matter, information, opinion or statements in relation to the Offer. Any reliance placed on any projections or forecasts is a matter of commercial judgment. Certain agreements are referred to in this Prospectus in summary form. Any such summary does not purport to be a complete or accurate description of the agreement and prospective investors are expected to independently review such agreements in full. This Prospectus is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by either the Issuer, the Underwriters or their respective affiliates or legal advisers that any recipient of this Prospectus should purchase the Bonds. Each person contemplating an investment in the Bonds should make his own investigation and analysis of the creditworthiness of ALCO and his own determination of the suitability of any such investment. The risk disclosure herein does not purport to disclose all the risks and other significant aspects of investing in the Bonds. A person contemplating an investment in the Bonds should seek professional advice if he or she is uncertain of, or has not understood any aspect of the securities or the nature of risks involved in trading of securities, especially those high-risk securities. For a discussion of certain factors to be considered in respect of an investment in the Bonds, see the section on “Risk Factors” starting on page 25. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE.
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