C00905-2017

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)
Feb 17, 2017
2. SEC Identification Number
A199904864
3. BIR Tax Identification No.
005-301-677
4. Exact name of issuer as specified in its charter
APOLLO GLOBAL CAPITAL, INC. (Formerly YEHEY! CORPORATION)
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
1801 East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(632) 6202316
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 27,800,000,000
11. Indicate the item numbers reported herein
Others

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.

Apollo Global Capital, Inc.APL

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

Resolutions of the Board of Directors of Apollo Global Capital, Inc. (“APL”) relating to the Issuance of 247,396,071,520 shares of APL out of the increase in the authorized capital stock of APL.
Background/Description of the Disclosure

On 14 December 2016, the stockholders and the Board of Directors of APL approved the proposed increase in APL’s authorized capital stock from Php1,000,000,000.00 divided into 100,000,000,000 common shares with par value of Php0.01 per share to Php6,000,000,000.00 divided into 600,000,000,000 common shares with par value of Php0.01 per share (the “Proposed Increase”).

On 17 February 2017, the Board of Directors approved the subscription by certain individuals (namely, Hyung Rae Doo, Napoleon M. Deleon, Jr., Garry Lincoln C. Taboso and Daniel Chua Go and, collectively, the “Subscribers”) to a total of 247,396,071,520 APL shares (the “Subscription Shares”) to be issued out of the Proposed Increase (subject to approval by the Securities and Exchange Commission of the Proposed Increase) in exchange for the assignment by the Subscribers to APL of 4,133,740 common shares of JDVC Resources Corporation (“JDVC”) owned by the Subscribers, representing 83% of the outstanding capital stock of JDVC (the “Transaction”).

A Deed of Exchange covering the Transaction was entered into by APL and the Subscribers on 17 February 2017.
Date of Approval by Board of Directors Feb 17, 2017
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

On 17 February 2017, the Board of Directors approved the subscription by the Subscribers to the Subscription Shares at issue value equivalent to their total par value of Php2,473,960,715.20 (the “Subscription Price”) in exchange for JDVC shares with book value equivalent to the total Subscription Price.

The number of shares to be issued to each of the Subscribers is as follows:

a. Hyung Rae Doo to subscribe to 109,065,080,064 APL Shares with total par value of Php1,090,650,800.64;
b. Napoleon M. Deleon Jr. to subscribe to 46,224,979,304 APL Shares with total par value of Php462,249,793.04;
c. Garry Lincoln C. Taboso to subscribe to 46,471,972,000 APL Shares with total par value of Php464,719,720.00; and
d. Daniel Chua Go to subscribe to 45,634,040,152 APL Shares with total par value of Php456,340,401.52.

For and in consideration of the issuance of the Subscription Shares and in full payment for the Subscription Price, each of the Subscribers agreed to assign to APL all of their respective rights, title and interests in and to the following common shares of JDVC Resources Corporation (“JDVC Shares”):

a. Hyung Rae Doo to assign his interest in 1,822,368 JDVC shares at book value of Php598.48 per share or a total transfer value of Php1,090,650,800.64;
b. Napoleon M. Deleon, Jr. to assign his interest in 772,373 JDVC shares at book value of Php598.48 per share or a total transfer value of Php462,249,793.04;
c. Garry Lincoln C. Taboso to assign his interest in 776,500 JDVC shares at book value of Php598.48 per share or a total transfer value of Php464,719,720.00; and
d. Daniel Chua Go to assign his interest in 762,499 JDVC Shares at book value of Php598.48 per share or a total transfer value of Php456,340,401.52.

APL and the Subscribers executed the Deed of Exchange on 17 February 2017 to implement the foregoing.

Following the approval by the Securities of Exchange Commission of the Proposed Increase, APL will file an application for the listing of the Subscribed Shares.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The purpose of the Transaction is to revive the business operations of, and give value to, APL. As may be noted from its financial statements, APL has no substantial assets. Through the Transaction, a new business will be infused into APL which will allow it to take initial steps towards providing its shareholders with better returns on their investment.
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

As payment for the subscription to the Subscription Shares with total issue value/par value of Php2,473,960,715.20, the Subscribers will assign to APL shares of stock of JDVC with aggregate book value of Php2,473,960,715.20.
The basis upon which the consideration or the issue value was determined

The issue value of the Subscription Shares is Php0.01 per share, equal to the par value of APL's shares, or an aggregate issue value of Php2,473,960,715.20.

On the other hand, the transfer value of the JDVC Shares is equivalent to the book value of the JDVC Shares (as reflected in the audited financial statements of JDVC as of 31 December 2016) of Php598.48 per share or an aggregate book value of Php2,473,960,715.20.
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

N/A
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
Hyung Rae Doo N/A None
Napoleon M. Deleon, Jr. N/A None
Garry Lincoln C. Taboso N/A None
Daniel Chua Go N/A None
Organizational/Ownership Structure of Subscribers
Beneficial Owners/Subscribers Controlling Shareholders of Subscribers Number of Shares Held %
N/A N/A - -
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

N/A
The interest which directors of the parties to the transaction have in the proposed transaction

None
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

APL is committed to comply with all legal requirements under the law with respect to the transaction.
Any conditions precedent to closing of the transaction

The approval by the Securities and Exchange Commission of the Proposed Increase is a condition precedent to the issuance of the Subscription Shares.
Change(s) in the composition of the Board of Directors and Management

None

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Hyung Rae Doo 0 0 109,065,080,064 39.63
Napoleon M. Deleon, Jr. 0 0 46,224,979,304 16.8
Garry Lincoln C. Taboso 0 0 46,471,972,000 16.89
Daniel Chua Go 0 0 45,634,040,152 16.58
Alfonso Yap Go 9,306,088,600 33.47 9,306,088,600 3.38
Socorro P. Lim 4,653,044,300 16.74 4,653,044,300 1.69
Nathaniel Chua Go 4,653,044,300 16.74 4,653,044,300 1.69

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common (APL) 27,800,000,000 275,196,071,520
Outstanding Shares
Type of Security /Stock Symbol Before After
Common (APL) 27,800,000,000 275,196,071,520
Treasury Shares
Type of Security /Stock Symbol Before After
Common (APL) - -
Listed Shares
Type of Security /Stock Symbol Before After
Common (APL) 27,800,000,000 275,196,071,520
Effect(s) on the public float, if any The public ownership level of APL after the Transaction will be 10.01%
Effect(s) on foreign ownership level, if any Foreign ownership level will increase from 0.28% to 39.66%
Other Relevant Information

Please see attached Deed of Exchange dated 17 February 2017 between APL and the Subscribers.
Filed on behalf by:
Name Moises Ronette Colobong
Designation Legal