C01368-2017

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)
Mar 9, 2017
2. SEC Identification Number
A199806865
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) 620-2316
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
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.

Apollo Global Capital, Inc.APL

PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing Reference: Rules on Backdoor Listing

Subject of the Disclosure

Resolutions of the Board of Directors of APL relating to matters and/or actions which, when taken together, will result into the backdoor listing of JDVC Resources Corporation (“JDVC”).
Background/Description of the Disclosure

On 14 December 2016, the stockholders and the Board of Directors 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 “Increase in ACS”). At the same meeting of the stockholders, the stockholders also approved the issuance and listing of the shares to be issued out of the current unissued and/or the Increase in ACS to new investors and/or existing stockholders.

On 17 February 2017, the Board of Directors approved the subscription by certain individuals (the “Subscribers”) to a total of 247,396,071,520 APL shares (the “Subscription Shares”) out of the Increase in ACS in exchange for the assignment by the Subscribers to APL of 4,133,740 shares of stock of JDVC, representing 83% of the outstanding capital stock of JDVC (the "Transaction").

On 17 February 2017, APL and the Subscribers entered into a Deed of Exchange covering the Transaction.
Date of Approval by Board of Directors Feb 17, 2017
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission, if applicable TBA
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

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.

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. Lloyd Reagan 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 transfer 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 transfer value of Php598.48 per share or a total transfer value of Php462,249,793.04;
c. Lloyd Reagan C. Taboso to assign his interest in 776,500 JDVC shares at transfer 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 transfer 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.
The reason/purpose of 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 to 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. On the other hand, JDVC will also benefit from the Transaction as it will have exposure to the capital markets that could help in its business operations.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis

As payment for the subscription to a total of 247,396,071,520 APL common shares with total par value of Php2,473,960,715.20, the Subscribers will assign to APL the JDVC Shares for an aggregate transfer 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 Php598.48 per share or an aggregate transfer value of Php2,473,960,715.20. The transfer value is based on the appraised value of JDVC’s assets, which shall be supported by a third party fairness opinion.
For cash considerations, the 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

APL intends to broaden its investment portfolio through the acquisition of equity interest in JDVC.

JDVC is engaged in offshore large scale high grade magnetite mining. It holds a Mineral Production Sharing Agreement (MPSA No. OMR 338-2010-II) which grants it a mining concession for 25 years (renewable for another 25 years) for the commercial extraction of minerals like magnetite iron sand, titanium, vanadium and other valuable minerals over a 1,902.59-ha. area located 14 kms. offshore from Gonzaga, Cagayan.

The business plan of APL to invest in JDVC's core business is expected to deliver the values needed to increase its own revenues as well as the market price of its shares thereby rewarding its shareholders with maximized earnings.
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business

APL intends to broaden its investment portfolio through the acquisition of equity interest in JDVC.

JDVC is engaged in offshore large scale high grade magnetite mining. It holds a Mineral Production Sharing Agreement (MPSA No. OMR 338-2010-II) which grants it a mining concession for 25 years (renewable for another 25 years) for the commercial extraction of minerals like magnetite iron sand, titanium, vanadium and other valuable minerals over a 1,902.59-ha. area located 14 kms. offshore from Gonzaga, Cagayan.

The business plan of APL to invest in JDVC's core business is expected to deliver the values needed to increase its own revenues as well as the market price of its shares thereby rewarding its shareholders with maximized earnings.

Effects in the listed company before and after the transaction on the following:

Increase in authorized capital stock
From 1,000,000,000
To 6,000,000,000
Nature of business
From Holding Company
To Holding Company
Corporate Name
From Apollo Global Capital, Inc.
To Apollo Global Capital, Inc.
Board of Directors
Name (Regular or Independent)
No change N/A
Principal Officers
Name Position/Designation
No change N/A
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Hyung Rae Doo 0 0 109,065,080,064 39.63%
Lloyd Reagan C. Taboso 0 0 46,471,972,000 16.89%
Daniel Chua Go 0 0 45,634,040,152 16.58%
Napoleon M. de Leon, Jr. 0 0 46,224,979,304 16.80%
Alfonso Yap Go 9,306,088,600 33.47% 9,306,088,600 3.38%

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) 0 0
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%
Additional information on the unlisted company
Nature and business

JDVC is a domestic corporation registered with the SEC to engage in offshore large scale high grade magnetite mining.
Discussion of major projects and investments

JDVC holds a Mineral Production Sharing Agreement (MPSA No. OMR 338-2010-II) with the government which grants JDVC a mining concession for 25 years (renewable for another 25 years) for the commercial extraction of minerals like magnetite iron sand, titanium, vanadium and other valuable minerals over a 1,902.59-ha. area located 14 kms. offshore from Gonzaga, Cagayan.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
None. 0

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common 500,000,000 5,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common 500,000,000 5,000,000
Paid-Up Capital
Amount 500,000,000
Number of Shares 5,000,000
Issued Shares
Type of Security Amount Number of Shares
Common 500,000,000 5,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Common 500,000,000 5,000,000
Par Value
Type of Security Amount
Common 100.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Napoleon de Leon Jr. 790,500 15.81%
Leonardo M. De Leon 45,500 0.91%
Raisa Marie Sindingan Go 225,000 4.50%
Hyung Rae Doo 2,000,000 40.00%
Alexandrea R. Cruz-Herrera 200,000 4.00%
Lloyd Reagan C. Taboso 776,500 15.53%
Bernadette Ch. Dy 200,000 4.00%
Daniel Chua Go 762,499 15.25%
Alfonso Y. Go 1 0.00%
Board of Directors
Name (Regular or Independent)
Napoleon de Leon Jr. Regular
Leonardo M. De Leon Regular
Raisa Marie Sindingan Go Regular
Hyung Rae Doo Regular
Alexandrea R. Cruz-Herrera Regular
Alfonso Yap Go Regular
Principal Officers
Name Position/Designation
Napoleon de Leon Jr. President
Raisa Marie Sindingan Go Treasurer
Leonardo M. De Leon Corporate Secretary
The interest which the directors of the parties to the transaction have in the transaction

None of the current directors of APL has an interest in the transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

To safeguard the interest of the stockholders, a meeting of the stockholders will be called to approve the transactions resulting in the backdoor listing.
Other Relevant Information

A tender offer is not required and will not be undertaken since the APL shares subject of the Transaction will be issued out of an increase in authorized capital stock.

After the issuance of the Subscription Shares, the Company will be subject to foreign ownership limit of 40% since JDVC is a mining company.

The amendments to the original PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing dated 28 February 2017 which are covered in this present filing are as follows:

1. The basis for the transfer value of the JDVC Shares - In the original disclosure, the transfer value of the JDVC Shares indicated is 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. While the amount of the transfer value of the JDVC Shares remains the same at Php598.48 per share or an aggregate transfer value of Php2,473,960,715.20, the basis of such transfer value has been clarified and corrected to indicate that it is instead based on the appraised value of JDVC’s assets, which shall be supported by a third party fairness opinion; and

2. The list of JDVC shareholders who will transfer JDVC Shares to, and who will subscribe to shares of stock of, APL – In lieu of Garry Lincoln C. Taboso, it is Lloyd Reagan C. Taboso who will be transferring JDVC Shares to, and who will subscribe to shares of stock of, APL.

An amendment to the Deed of Exchange dated 17 February 2017 will be executed to correct the basis for the transfer value of the JDVC shares and the error in the list of Subscribers (replacement of Garry Lincoln C. Taboso with Lloyd Reagan C. Taboso).
Filed on behalf by:
Name KRISTINA JOYCE CARO-GANGAN
Designation CORPORATE SECRETARY