May 26, 2011

PHILIPPINE STOCK EXCHANGE

Listing and Disclosure Department
Exchange Road, Ortigas Center, Pasig City

Attention: Ms. Janet A. Encarnacion

Head, Disclosure Department

Subject: Vista Land & Lifescapes, Inc.: SEC Form 10.1

Gentlemen:

Please find SEC Form 10.1 Notice of Exempt Transaction in relation to the
Company’s additional issuance of Dollar Bond filed with the Securities and
Exchange Commission today.

Very truly yours,

BRIAN N. EDANG
Officer-in-Charge
 VISTA LAND & LIFESCAPES, INC. 26 May 2011
_______________________________________________ _________________
Name of issuer whose securities are being offered for sale or sold Date

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 10.1
NOTICE OF/APPLICATION FOR CONFIRMATION EXEMPT TRANSACTION
Check Applicable Box:
Application for Commission’s confirmation of availability of exemption

9 Notice of Exempt Transaction

1. State the provision of Section 10.1 of the Code under which exemption is based:
SRC section 10.1(l)

2. Information about the securities for which this Notice/Application has been filed:
(a)Title of class of securities being offered for US$ Guaranteed Notes
sale/sold
(b) Form of payment Cash
(c) Number and price/value of the securities being US$75,000,000.00
offered for sale/sold
(d) Are any of the issuer’s securities listed on the Yes
Philippine Stock Exchange and, if so, describe Common shares, Trading price as of 25 May 2011:
which class is listed and latest trading price. P3.14
(e) Are the securities traded on any other trading n/a
market and, if so, disclose latest trading price
(f) Capital structure as of the date prior to this Authorized capital stock:
issuance:
1) Authorized capital stock, par value, number of Common
shares and amount Par value: P1.00
Number of shares: 11,000,000,000
Amount: P11,000,000,000.00

Preferred
Par value: P0.10
Number of shares: 10,000,000,000
Amount: P1,000,000,000.00
2) Subscribed capital stock, number of shares and Subscribed capital stock:
amount
Common
Number of shares: 8,538,740,614
Amount: P8,538,740,614.00
3) Unissued shares Common: 2,461,259,386 shares
Preferred: 10,000,000,000 shares

3. Additional information about the securities where this Notice/Application is filed by the issuer thereof:
(a) Exact name of issuer as specified in its charter Vista Land & Lifescapes, Inc.

(b) Place (province, country or other jurisdiction of Las Piñas, Philippines; 28 February 2007
incorporation) and date thereof
(c) SEC Identification Number CS200703145
(d) BIR Tax Identification Number 006-652-678
(e) Address of principal office 3rd Level Starmall Las Piñas, CV Starr Avenue,
Pamplona, Las Piñas City
(f) Issuer’s telephone number, including area code (02)5835308 / (02)5845305 / (02)8714001
(g) Former name or former address, if any, n/a
since filing of last report with the SEC
(h) Are any of the issuer’s securities listed on the Yes
Philippine Stock Exchange and, if so, describe which Common shares, Trading price as of 25 May 2011:
class is listed and latest trading price. P3.14
(i) Other securities registered with the Commission None.
under the Revised Securities Act or the Securities
Regulation Code (title of each class, number of
shares)
(j) Describe any other offer for sale/sale of None.
securities by the issuer for the last 12 months for
which exemptive relief from registration was claimed
under RSA or Section 10.1 of the Code. This should
include the basis of exemption, class of
securities, amount and number of investors.
(k) Name of underwriter or selling agent involved in n/a
the sale

4. If securities are being sold by the owner thereof, please disclose:

(a) Name of Selling Owner or n/a
Owner’s Representative
(b) Date of acquisition and from whom (issuer, n/a
another person)
(c) Price of securities when acquired n/a

5. Terms and Conditions of the Sale:

(a) Date and place of initiation of selling efforts 13 May 2011; Offered primarily offshore and, to a
(or proposed date and place of sale if prior limited extent, to qualified buyers in the Philippines
confirmation is requested)
(b) Unless being sold by the issuer or the owner, n/a
please disclose name of person selling the securities
and his authority
(c) Lock-Up Period n/a

(d) Summary of other terms and conditions of the Interest will be payable semi-annually in arrears.
sale.
The Notes will be issued in registered form in the
denomination of US$100,000 each or in integral
multiples of US$1,000 in excess thereof.

The Notes will be unsecured and will be the direct,

unconditional and unsubordinated obligations of the
Company.

6. Information about purchasers

For Applications for Confirmation: N/A

Check if purchasers are existing stockholders and indicate the number of existing stockholder/s
______.

Check if purchasers are new investors not exceeding 19 and indicate the number of new investor/s
____.

(Note: A list containing the information required under this item shall be filed within 30 days from
receipt of confirmation of exemption.)

2
For Notice of Exemption (Provide the following information:)

(a) Name, address and legal residence of each Banco De Oro Private Bank
purchaser, and indicate whether each purchaser is a (Qualified Buyer)
“qualified buyer” under Section 10.1(1) of the Code. 27/F Tower 1, Ayala Triangle, Ayala Ave., Makati City,
Philippines

Banco De Oro Private Bank Trust

(Qualified Buyer)
27/F Tower 1, Ayala Triangle, Ayala Ave., Makati City,
Philippines

Banco De Oro, Philippines

(Qualified Buyer)
18/F South Tower , BDO Corporate Center, 7899
Makati Ave., Makati City, Philippines

Metropolitan Bank and Trust Co. Philippines

(Qualified Buyer)
6/F Metrobank Plaza, Sen. Gil Puyat Ave., Makati City,
Philippines

Pioneer Life
(Qualified Buyer)
4/F Pioneer House, 108 Paseo de Roxas, Legaspi
Village, Makati City, Philippines

Union Bank of the Philippines, Philippines

(b) Number of shares which shall be purchased/
purchased by each purchaser
(c) For each purchaser, indicate whether such
person is an officer, director or holder of at least 5%
of any class of equity shares of the issuer
(d) Indicate the class, number, and percentage of all
shares of the issuer already owned by each
purchaser
(Qualified Buyer)
23/F Union Bank Plaza, Meralco Avenue corner Onyx
Street, Ortigas Centre, Pasig City, Philippines
n/a
None of the above indicated persons are officers,
directors or holders of at least 5% of any class of
equity shares of the Company
n/a

7. Exhibits

In addition to the above information, the applicant hereby submits with this Notice/Application the following
documents:

Offering Circular dated 06 May 2011

8. Filing Fees

This notice with an application for confirmation of availability of an exemption under SRC Rule 10.1 of the Code
has been submitted along with the payment of the prescribed fee in the amount of ___________________ under
O.R. No. ________________. (Fill this up if applicable only)