C08228-2021

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Dec 2, 2021
2. SEC Identification Number
168736
3. BIR Tax Identification No.
000-583-363-000
4. Exact name of issuer as specified in its charter
EasyCall Communications Philippines, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
The Penthouse, Four/NEO (formerly Net Quad) Bldg., 4th Avenue corner 30th Street, E-Square Crescent Park West, Bonifacio Global City, Taguig Postal Code 1634
8. Issuer's telephone number, including area code
(02) 8830-8888
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 150,000,000
11. Indicate the item numbers reported herein
Item #9 Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

EasyCall Communications Philippines, Inc.ECP

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Easycall Communications Philippines, Inc. (ECP) to acquire 100% of the total issued and outstanding shares of Transnational E-Business Solutions, Inc. (TESI)
Background/Description of the Disclosure

At the regular meeting held on 2021 December 02, the Board of Directors unanimously approved the following:

1. The acquisition of 1,000,000 shares of Transnational E-Business Solutions, Inc. (“TESI”) based on the book value of TESI as of 2021 June 30 interim audited financial statement in the amount of P162,925,694.00 or P162.925694 per share, resulting in ECP acquiring 100% of TESI. TESI is engaged in the business of Information Technology (IT) services, including software development, software as a service, and information technology outsourcing, among others.The acquisition of TESI will further enhance the products and service offerings of ECP as a technology company. TESI is owned 50% by Transnational Diversified Corporation (“TDC”) and 50% by TDG Ventures, Inc. (“TVI”). ECP is 88.03% owned by TVI while TVI is 88.24% owned by TDC. A related parties transaction report will be filed by ECP once the sale transaction is concluded which is scheduled early January 2022.

2. To obtain bank loans and/or shareholder advances of up to P200 million in order to fund the acquisition, CAPEX and for general corporate purposes.
Date of Approval by Board of Directors Dec 2, 2021
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

TESI is a company that has enabled businesses to fast track their digital adoption through systems development using low-code applications, software as a service (“SAAS”), and information technology outsourcing (“ITO”) among others, and would strengthen further ECP’s capabilities as a technology company. Year to date, TESI is EBITDA and Net Income positive.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

ECP will acquire 100% of TESI through the purchase of 1,000,000 common shares based on the book value of TESI as of 2021 June 30 interim audited financial statement in the amount of P162,925,694.00 or P162.925694 per share. The sale transaction is scheduled to be concluded early January 2022 once ECP completes sourcing the funds for the acquisition. After the execution of the sale documents scheduled early January 2022, TDC and TVI will pay capital gains tax and ECP will pay documentary stamp tax for the transaction.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Transnational Diversified Corporation (“TDC”) Holding Company TDC exercises control over the issuer through TDC’s 88.24% ownership of TVI and has common directors and officers with ECP
TDG Ventures, Inc. (“TVI”) Information Technology (IT) services TVI owns 88.03% of the issuer and has common directors and officers with ECP
Transnational E-Business Solutions, Inc. (“TESI”) Information Technology (IT) services TESI is an affiliate of the issuer with TVI and TDC each owning 50% of TESI and has common directors and officers with ECP
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

Aggregate amount – P162,925,694.00 based on the 2021 June 30 interim audited financial statement of TESI
Price per share – P162.925694
Basis upon which the amount of consideration or value of the transaction was determined

The amount of consideration or value is based on the Book Value of TESI based on the pooling of interest approach since TESI and ECP are under common control of TDC directly and through TVI.
The number of shares to be acquired 1,000,000 common shares
Ratio/percentage to total outstanding capital stock 100
Terms of payment

Full payment upon execution of the Deed of Absolute Sale
Conditions precedent to closing of the transaction, if any

The parties have not executed the sale documents and intend to execute the same as soon as ECP has completed the funding from bank loans and/or shareholder advances required for the transaction which ECP intends to complete by early January 2022. As soon as funding is complete, the parties will conclude the transaction with the signing of the sale documents and the full payment of the purchase price by ECP.
Description of the company subject of the transaction
Nature and business

TESI was registered with the Philippine Securities and Exchange Commission (SEC) on March 13, 1997 primarily to engage in the business of Information Technology (IT) services, including software development, internet and e-commerce services, back-office processing and system integration. TESI started servicing internal clients but has since expanded to external clients in various industries.

TESI was also registered with the Philippine Economic Zone Authority (PEZA) as an Ecozone IT enterprise in June 2008 and services foreign clients and PEZA entities especially for its software development and information technology outsourcing lines of business.
Discussion of major projects and investments

TESI has three major lines of businesses under software development using low-code applications to fast track the digital adoption of companies, software as a service and information technology outsourcing.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
TESI has no subsidiaries and its affiliates are companies owned by TDC and TVI including ECP -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common P 100,000,000 1,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common P 100,000,000 1,000,000
Paid-Up Capital
Amount P 100,000,000
Number of Shares 1,000,000
Issued Shares
Type of Security Amount Number of Shares
Common P 100,000,000 1,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Common P 100,000,000 1,000,000
Par Value
Type of Security Amount
Common 100
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Transnational Diversified Corporation 500,000 50
TDG Ventures, Inc. 500,000 50
Board of Directors
Name (Regular or Independent)
Dan C. Florentino Regular
Zaki Delgado Regular
Renato Vicente R. Martinez Regular
Socorro Z. Niro Regular
Rashid Delgado Regular
Carlo Severino Regular
Josephine J. Francisco Regular
Daniel C. Ventanilla Regular
Maria Susana Lourdes R. Dela Rama Regular
Paulito L. Villena Regular
Principal Officers
Name Position/Designation
Dan C. Florentino Chairman
Zaki Delgado Vice Chairman
Renato Vicente R. Martinez President/General Manager
Joanne C. Lazareto Treasurer
Melitha F. Gasapos-Andres Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

The acquisition of TESI will enhance ECP’s thrust as a technology company as it complements ECP’s current services on connectivity, data and technology services. The acquisition of TESI will add to the overall business scale and capabilities of ECP group. TESI is expected to improve the overall financial performance of ECP based on TESI’s revenue and net income contribution.

The acquisition will also create synergy and potential growth opportunities for ECP given the complementary lines of business and operational capabilities of both companies.

For FY 2020, TESI generated total revenues amounting to PHP 382,609,505. Based on TESI’s Interim Audited Financial Statements for period ending 2021 June 30, total revenues generated amounted to PHP 174,404,162 for the six month period.

TESI achieved net income amounting to PHP 59,538,744 for FY2020, while for the first six months of 2021, net income level is at PHP 14,836,717.

TESI’s total assets for 2020 were valued at PHP 548,206,548 and total equity at PHP 196,781,384. Based on 2021 June 30 interim audited financial statements, total assets were at PHP 504,766,210 and total equity at PHP 162,925,694.

The financial information included in this discussion is based on the interim audited financial statements from January to June 2021 with comparative figures for full year 2020 attached herein for reference.
Other Relevant Information

Copies of TESI’s interim audited financial statements as of 2021 June 30, General Information Sheet, Certificate of Incorporation, latest Amended Articles of Incorporation and By-Laws are attached.
Filed on behalf by:
Name Patricia Marcelo
Designation Deputy General Manager / Assistant Investor Relations Officer