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Chelsea Logistics Holdings Corp. (Incorporated in the Republic of the Philippines) Offer of [3,000,000]Non-Voting, Non-Convertib

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Chelsea Logistics Holdings Corp. (Incorporated in the Republic of the Philippines) Offer of [3,000,000]Non-Voting, Non-Convertib securities such of jurisdiction. laws of the Rights Shares in any jurisdiction in which such Prospectus Preliminary an sell the offer to solicitation buy any of to constitute or Rights an shall Shares offer nor there b offer, solicitation or sale would be unlawful prior to registration be sold or nor may an offer to buy be This Preliminary Prospectus and the information contained areherein subject completion to or amendment without notice. R The Chelsea Logistics Holdings Corp. (incorporated in the Republic of the Philippines) Offer of [3,000,000]Non-voting, Non-convertible, Non-participating, Redeemable Cumulative, Non-Participating Preferred Shares accepted accepted prior to the time thethat Preliminary Prospectus is issued final in form. Under no circumstances shall this With an Oversubscription Option of up to 2,000,000 Preferred Shares to be listed and traded on the Main Board of The Philippine Stock Exchange, Inc. Offer Price: ₱[1,000.00] per share Sole Issue Manager and Bookrunner China Bank Capital Corporation Participating Underwriter e any offer, e any offer, - qualification qualification under the ights Shares may not solicitation or salesolicitation or Selling Agents - - - - The Trading Participants of the Philippine Stock Exchange The dateof this Preliminary Prospectusis November 14,2018 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PRELIMINARY PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. CHELSEA LOGISTICS HOLDINGS CORP.1 Stella Hizon Reyes Road, Bo. Pampanga Davao City 8000, Philippines Telephone Number: +63 82 224 5373 Corporate Website: http://www.chelsealogistics.ph/ This Preliminary Prospectus relates to the offer and sale of up to five million (5,000,000) Preferred Shares (the “Preferred Shares”), with a par value of ₱1.00 per share, of Chelsea Logistics Holdings Corp., a corporation organized under Philippine laws (“we”, “us”, “our”, “CLC” or the “Company”) with an authorized capital stock of Two Billion Pesos (₱2,000,000,000.00) divided into one billion nine hundred ninety million (1,990,000,000) Common Shares and ten million (10,000,000) Preferred Shares. NoOfferShares have been subscribed norpaid-up. Three million(3,000,000) new Preferred Shares will be issued and offered by us by way of a primary offer (“Firm Offer Shares”), and in the event of an oversubscription, the Sole Issue Manager and Bookrunner, with the consent of the Company, reserve the right to increase the size of the offer by up to 2,000,000 Preferred Shares (the “OversubscriptionOption”), and the Preferred Shares pertaining to such option, (the “Oversubscription Option Shares”), for an aggregate issue size of up to 5,000,000 Preferred Shares (this offer, the “Offer” and the Firm Offer Shares and the Oversubscription Option Shares collectively, the “Offer Shares”). In case the Oversubscription Option is exercised in part only or not exercised at all during the Offer Period (as defined below), the Oversubscription Option Shares that will not be taken up or exercised during the Offer Period will remain unsubscribed. No secondary shares shall form part of the offer. CLC, being a holding company using the operating track record of its subsidiaries, is prohibited from offering secondary shares for the Offer. A total of five million (5,000,000) Preferred Shares will be outstanding after the Offer. The Offer Shares represent 50% of the outstanding Preferred Shares after the Offer. The Offer Shares shall be offered at a price of ₱1,000.00 per share (the “Offer Price”). The determination of the Offer Price is described on page 48of this Preliminary Prospectus. Assuming full exercise of the Oversubscription Option, the Company expects to raise gross proceeds amounting up to Five Billion Pesos (₱5,000,000,000.00) and the net proceeds are estimated to be at least Four Billion Nine Hundred Thirty Million Eight Hundred Fifty-Seven Thousand Three Hundred SeventyFive Pesos (₱4,930,857,375.00) after deducting fees and expenses payable by the Company. Assuming the Oversubscription Option is not exercised, the Company expects to raise gross proceeds amounting up to Three Billion Pesos (₱3,000,000,000.00) and the net proceeds are estimated to be at least Two Billion Nine Hundred Fifty FourMillion Six Hundred Eighty Two Thousand Three Hundred Seventy-Five Pesos (₱2,954,682,375.00) after deducting fees and expenses payable by the Company. In case the Oversubscription Option is exercised in full, the Company intends to use the net proceeds from the Offer for mergers and acquisitions of shipping and logistics companies, acquisition of land, and development of logistics facilities, acquisition of additional vessels and vessel equipment, container vans, and delivery equipment, and for general corporate purposes. In case the Oversubscription Option is exercised in part only or not exercised at all, the Company intends to use the net proceeds from the Offer to partially finance mergers and acquisitions of shipping and logistics companies. For more detailed discussion on the use of proceeds, see “Use of Proceeds” beginning on page 45 of this Preliminary Prospectus. 1 On 12 November 2018, CLC’s Board of Directors approved the change of the corporate name to “Chelsea Logistics and Infrastrucutre Holdings Corp.” This change will require at least 2/3 shareholders’ approval at the next annual meeting in March 2019 and SECapproval of the amendment of the Articles of Incorporation. i Of the 5,000,000 Offer Shares subject of the Offer, 80% or 4,000,000 Offer Shares are being offered through the Sole Issue Manager and Bookrunner for subscription and sale to Qualified Institutional Buyers and the general public. The Company plans to allot 20% or 1,000,000 Offer Shares for distribution to respective clients of the 132 Trading Participants of the PSE, acting as Selling Agents. Each trading participant shall be allocated 7,575 Offer Shares (computed by dividing the Offer Shares allocated to the trading participants by 132), subject to reallocation as may be determined by the Sole Issue Manager and Bookrunner. The balance of 100 shares shall be allocated by the Sole Issue Manager and Bookrunner among the Trading Participants that have demand in excess of 7,575 Offer Shares. Trading Participants may undertake to purchase more than their allocation of 7,575 Offer Shares. Any requests for Offer Shares in excess of the 7,575 Offer Shares may be satisfied via the reallocation of any Offer Shares not taken up by other Trading Participants. The Company will not allocate any Offer Shares for Local Small Investors as such is only applicable to initial public offerings. Prior to close of the Offer Period, any Offer Shares not taken up by the Trading Participants shall be distributed by the Sole Issue Manager and Bookrunner directly to their clients and the general public. All Offer Shares that form part of the Offer not taken up by the Trading Participants, general public, and the Sole Issue Manager and Bookrunner’s clients shall be purchased by the Sole Issue Manager and Bookrunner pursuant to the terms and conditions of the Underwriting Agreement. The Sole Issue Managerand Bookrunner will receive a transaction fee from us based on a percentage of the gross proceeds from the sale of the Offer Shares. This is exclusive of the amounts to be paid to the other participating underwriter and selling agents, where applicable. For more detailed discussion on the fees to be received by the Sole Issue Manager and Bookrunner, see “Plan of Distribution” beginning on page 156of this Preliminary Prospectus. The Company filed an application with the SEC on June 26, 2018 to register the Preferred Shares under the provisions of the Securities Regulation Code (Republic Act No. 8799) (“SRC”) and its implementing regulations (the “SRC Rules”). The listing of the Offer Shares is subject to the approval of the PSE. An approval for listing is permissive only and does not constitute a recommendation or endorsement by the PSE or the SEC of the Preferred Shares. The PSE assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Preliminary Prospectus. Furthermore, the PSE makes no representation as to the completeness and expressly disclaims any liability whatsoever for any loss arising from, or in reliance upon, the whole or any part of the contents of this Preliminary Prospectus. Upon listing with the PSE, the Offer Shares will be traded under the symbol *“CLC3A”+. The Company reserves the right to withdraw the offer and sale of the Offer Shares at any time, and the right to reject any application to purchase the Offer Shares in whole or in part, and to allot to any prospective purchaser less than the full amount of the Offer Shares sought by such purchaser. If the Offer is withdrawn or discontinued, the Company shall subsequently notify the SEC and the PSE. The Sole Issue Manager and Bookrunner may acquire for their own account a portion of the Offer Shares. The Company’s current dividend policy provides that at least 20% of the prior year’s recurring net income shall be declared as dividends based on the recommendation of management and the approval of the Board of Directors, subject to the existence of unrestricted retained earnings, CLC’s financial condition, as well as requirements of applicable laws and regulations, the terms and ii conditions of our existing loan facilities, and the absence of circumstances that may restrict the payment of such dividend period, will be declared as dividends. The date of declaration of cash dividends on the Preferred Shares will be subject to the discretion of the Board of Directors to the extent permitted by law.
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