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)
Oct 10, 2016
2. SEC Identification Number
1674
3. BIR Tax Identification No.
000-479-027-000
4. Exact name of issuer as specified in its charter
MANILA BROADCASTING COMPANY
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
MBC, BLDG., V. SOTTO ST., CCP COMPLEX, PASAY CITYPostal Code1307
8. Issuer's telephone number, including area code
(632) 832-6149/832-6150
9. Former name or former address, if changed since last report
No change in address since its last reportr to this Honorable Commission
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
402,682,990
11. Indicate the item numbers reported herein
Item. 2 Acqusition of Assets
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.
Manila Broadcasting CompanyMBC
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
Acquisition of Shares.
Background/Description of the Disclosure
On October 10, 2016, Manila Broadcasting Company (MBC) executed an agreement with Elizalde Hotels and Resorts Inc. (EHRI), an affiliated company, for the purchase of 200,000 common shares. The total purchase price is P200,000,000.00 The price was determined based on the par value per share of EHRI. The closing of the transaction shall be subject to the complete of all customary closing as stated in the agreement.
Date of Approval by Board of Directors
Oct 3, 2016
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
The acquisition aims to maximize MBC Stockholders' returns by investing in the high growth industry of Hotel and Resort Business.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
1) Share Sale and Purchase of 200,000 common shares for P200,000,000.00 2)Payment of P50,000,000.00 (25% of the purchase price) upon subscription. 3)The remaining P150,000,000.00 (75% of purchase price) payable within one year.
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
Elizalde Hotels and Resorts Inc. (EHRI)
Engaged in the business of hotels and resorts
Affiliated Company
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
Cash, P 200,000,000.00 (P1,000.00 per share)
Basis upon which the amount of consideration or value of the transaction was determined
The value of the transaction is based on the par value per share of EHRI.
The number of shares to be acquired
200,000
Ratio/percentage to total outstanding capital stock
44.44
Terms of payment
25% upon Subscription: 75% within one year
Conditions precedent to closing of the transaction, if any
Standard conditions such as delivery of original stock certificates and the execution of the necessary transfer documents.
Description of the company subject of the transaction
Nature and business
Elizalde Hotels and Resorts Inc. (EHRI) is engaged in the business of hotels and resorts. Please also refer to the Audited Financial Statements of EHRI as of December 31, 2015, a copy of which is attached hereto.
Discussion of major projects and investments
Please refer to the Audited Financial Statements of EHRI as of December 31, 2015, attached hereto.
List of subsidiaries and affiliates, with percentage holdings