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)
- Jan 31, 2023
- 2. SEC Identification Number
- CS201811119
- 3. BIR Tax Identification No.
- 010-061-026-000
- 4. Exact name of issuer as specified in its charter
- Figaro Coffee Group, Inc.
- 5. Province, country or other jurisdiction of incorporation
- Philippines
- 6. Industry Classification Code(SEC Use Only)
- 7. Address of principal office
- 116 East Main Avenue, Phase V SEZ, Laguna Technopark Binan Laguna Postal Code 4034
- 8. Issuer's telephone number, including area code
- (632) 8812-1718
- 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 4,648,187,003 - 11. Indicate the item numbers reported herein
- n/a
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.
Figaro Coffee Group, Inc.FCG
PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities
| Subject of the Disclosure |
|---|
Comprehensive Corporate Disclosure on original issuance of shares by Figaro Coffee Group. Inc. ("FCG" or the "Company") to Monde Nissin Corporation ("MONDE" or the "Subscriber") |
| Background/Description of the Disclosure |
At the special meeting of the Board of Directors (“Board”) of the Company held on January 25, 2023, the Board approved: (a) the issuance of 820,268,295 common shares (the “Subscription Shares”) from the existing authorized and unissued capital stock of the Company, at a subscription price of One Peso (P 1.00) per share, or a total subscription price of Eight Hundred Twenty Million Two Hundred Sixty Eight Thousand Two Hundred and Ninety Five Philippine Pesos (Php 820,268,295.00) to Monde Nissin Corporation; (b) the execution of the Subscription Agreement with the Subscriber under the terms and conditions which management deems beneficial to the Company; and (c) the listing of the said shares with The Philippine Stock Exchange, Inc. (“PSE”). |
| Date of Approval by Board of Directors | Jan 25, 2023 |
|---|
| Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
|---|
Subject to the execution of the definitive agreement (i.e., Subscription Agreement) on or before February 8, 2023, MONDE will subscribe to 820,268,295 new common shares of the Company to be issued out of the Company’s existing authorized and unissued capital stock, at a subscription price of One Peso (Php 1.00) per share, or a total subscription price of Eight Hundred Twenty Million Two Hundred Sixty-Eight Thousand Two Hundred and Ninety-Five Philippine Pesos (Php 820,268,295.00) (the “Subscription Transaction”). It will result in MONDE holding fifteen percent (15%) of the Company’s total resulting expanded issued and outstanding capital stock. The Company has agreed to issue the Subscription Shares under the terms and conditions to be set forth in the Subscription Agreement. |
| Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The strategic partnership with MONDE will yield excellent opportunities for FCG to solidify its position as a strong and stable food and beverage company with the combination of MONDE’s leadership in the food sector, strength in manufacturing and timeless brand equity combined with FCG’s fast-growing store network and brand strength. |
| The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis |
The subscription price for the Subscription Shares is One Peso (P 1.00) per Subscription Share or an aggregate subscription price of Eight Hundred Twenty Million Two Hundred Sixty-Eight Thousand Two Hundred and Ninety-Five Philippine Pesos (P 820,268,295.00). Upon execution of the Subscription Agreement, MONDE shall pay the Subscription Price in full by manager’s check or by wire transfer of immediately available funds to an account to be designated in writing by the Company. |
| The basis upon which the consideration or the issue value was determined |
The Subscription price of P1.00 per share was arrived at after discussions between the Subscriber and FCG, and represents a premium to the average price of FCG shares ranging between P0.70- P0.87 in the several weeks prior to and up to date when the parties agreed to the transaction. |
| Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project |
The aggregate subscription price of about Php820.27 million will be used to augment the remaining proceeds of about Php305.02 million (as of December 31, 2022) from the Company’s IPO, for the additional store openings planned for the years 2023-2024. FCG’s subsidiary, Figaro Coffee Systems, Inc. (“FCSI”) targets opening around one hundred corporate stores for 2023, a 100% increase from the original store openings planned and disclosed during the Company’s IPO. |
| Beneficial Owners/Subscribers | Nature of Business | Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates | |
|---|---|---|---|
| Monde Nissin Corporation | Global Food and Beverage Company | MONDE does not have any relationship with the Company, nor with any of the Company’s directors, officers or affiliates. |
| For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets |
|---|
MONDE is a publicly-listed company incorporated and registered with the Philippine Securities and Exchange Commission on May 23,1979, primarily to engage in manufacturing, processing, baking, packaging, servicing, repackaging, assembling, importing, exporting, buying, selling, trading, or otherwise dealing in all kinds of goods, wares, and merchandise, which are or may become articles of commerce such as but not limited to candies, confectionaries, biscuits, cakes and other foods, drugs, and cosmetics. It is a corporation having a perpetual corporate term pursuant to Republic Act No.11232 or the Revised Code of the Philippines.MONDE listed its common shares with PSE on June 1, 2021 under the Main Board. |
| The interest which directors of the parties to the transaction have in the proposed transaction |
Neither the directors of the Company nor the directors of MONDE have any personal interest in the Subscription Transaction. |
| Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
The shareholders’ approval for the listing of the Subscription Shares that are to be issued to MONDE pursuant to the Subscription Agreement is intended to be sought within the next 6 months, or within such reasonable period of time. |
| Any conditions precedent to closing of the transaction |
The parties expect the transaction to close upon signing of the Subscription Agreement. |
| Change(s) in the composition of the Board of Directors and Management |
The members of the Board are elected by shareholders, and the Company is not aware of any commitments between the controlling shareholders of FCG and MONDE in respect of Board seats. |
Effects on the following
Capital structure
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| Common Shares / FCG | 4,648,187,003 | 5,468,455,298 |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| Common Shares/ FCG | 4,648,187,003 | 5,468,455,298 |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| - | - | - |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| Common Shares/ FCG | 4,648,187,003 | 4,648,187,003 |
| Effect(s) on the public float, if any | As a result of the transaction, the Company’s public float is expected to change from 21.99% as of December 31, 2022, to 20.01%. |
|---|---|
| Effect(s) on foreign ownership level, if any | The foreign ownership percentage in MONDE is 63.76% as of December 31, 2022, and hence, the implementation of the Subscription Transaction will mean that the foreign ownership level of FCG will increase by 15% at most. The resulting foreign ownership will be determined and accordingly reported when the Subscription Shares have been issued to MONDE and when the Stock Transfer Agent reports become available. The foreign ownership level of FCG as of December 31, 2022 is 0.74%. |
| Other Relevant Information |
|---|
The number of listed FCG common shares after the transaction excludes the 820,268,295 Subscription Shares pending the listing of the Subscription Shares which is subject to the filing of the listing application and the approval thereof of the PSE. |
| Name | Jose Petronio Vicente III Español |
|---|---|
| Designation | Treasurer, Chief Finance Officer, Chief Risk Officer |