Cebu, Philippines – Listed fuel distributor and retailer Top Line Business Development Corp. (“TOP” or the “Company”) has set the fixed initial dividend rates for its Series A perpetual preferred shares offering at 9.1325% per annum for “TOPA1” and 9.5981% per annum for “TOPA2,” with the Company obtaining final regulatory approval for its follow-on offering worth up to P1.5 billion.
The Securities and Exchange Commission (SEC) has officially granted TOP an Order of Registration and a Permit to Sell on June 3, 2026 for the offer and public sale of 10,000,000 perpetual preferred shares amounting to P1 billion in firm shares, with an oversubscription option of up to 5,000,000 option shares or up to P500 million. The Philippine Stock Exchange (PSE) earlier approved TOP’s listing application in April.
The offer period will run from June 4 to 16, 2026, with the preferred shares to be listed on the Main Board of the PSE on June 26, 2026 under the trading symbols “TOPA1” for the Series A-1 Preferred Shares and “TOPA2” for the Series A-2 Preferred Shares. The offer shares are priced at PHP 100.00 per share.
Mr. Eugene Erik Lim, Top Line’s Chairman, President and CEO, said: “We see this follow-on offering as a natural extension of the growth momentum we began with our initial public offering last year, as we continue to execute our vertical integration strategy and invest in infrastructure that strengthens our long-term competitiveness. At the same time, we are strengthening Philippine energy security by ensuring reliable fuel access in the Visayas. We thank the SEC and the PSE for their continued support in Top Line’s growth story.”
TOP’s Series A preferred shares are being offered through PNB Capital and Investment Corporation (“PNB Capital”) as the sole issue manager and together with Security Bank Capital Investment Corporation (“Security Bank Capital”) as joint lead underwriters and joint bookrunners.
Mr. Gerry Valenciano, President and CEO of PNB Capital, said: “As Top Line’s underwriter for its IPO listing last year, PNB Capital has witnessed the Company’s consistent growth before and after its listing, supported by resilient demand for fuel and a clear strategy to strengthen its position across the value chain. This follow-on offering will help provide the Company with additional capital to sustain its further expansion while giving investors access to a growing fuel player with strong fundamentals.”
Mr. Virgilio Chua, President and CEO of Security Bank Capital, said: “Top Line’s hands-on leadership with a growth-focused mindset has demonstrated strong dedication to building a business focused on long-term value creation. With its sustained core commercial fuel distribution segment, future-ready Light Fuels retail platform, and expanding presence in key growth corridors in the Visayas, TOP is well-positioned to capture emerging opportunities in the region and elsewhere.”
Assuming the full exercise of the oversubscription option, the Company expects to raise gross proceeds of approximately PHP 1.5 billion. Net proceeds from the offering will be used to support TOP’s strategic expansion and vertical integration initiatives, particularly in strengthening its depot capacity and importation capabilities.
TOP intends to allocate PHP 750 million, or up to PHP 1 billion in case of full oversubscription, for working capital requirements related to importation, including the procurement of petroleum products, shipping and freight costs, and other importation-related operational costs. Around PHP 200 million, or up to PHP 440 million in case of full oversubscription, will be used for depot construction and renovation with a capacity of up to 40 million liters. The rest of the proceeds will be used for general corporate purposes.
Cash dividends for preferred shareholders will be payable quarterly on March 26, June 26, September 26, and December 26 of each year, subject to the formal declaration of the Company’s Board of Directors. The first dividend payment date for preferred shareholders will be on September 26, 2026.
The Company has demonstrated its ability to return value to shareholders, with total accumulated dividend declarations for common shareholders since listing amounting to PHP 93.69 million. This includes a PHP 34.38-million dividend payment on June 18, 2025, a PHP 22.54-million special cash dividend payment on September 30, 2025, and a PHP 36.77-million dividend payment scheduled on July 2, 2026.
“With sustained profit margins and strong growth potential, we want investors to participate in Top Line’s continued expansion as we grow strategically and responsibly. We are eager to enter our next growth stage while remaining aligned with national development priorities, particularly in strengthening energy security and supply reliability,” Mr. Lim added.