9. Former name or former address, if changed since last report
-
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
2,545,000,000
11. Indicate the item numbers reported herein
-
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.
Atok-Big Wedge Co., Inc.AB
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 by the Company (through its wholly-owned subsidiary, Tidemark Holdings Limited) of Shares of Stock in Forum Energy Limited
Background/Description of the Disclosure
The Company (through its wholly owned subsidiary, Tidemark Holdings Limited) subscribed on March 22, 2017 to 6,666,667 new shares of Forum at USD0.30 per share (or a total of USD2 million). Together with the subscription simultaneously made by the other major shareholder of Forum, this new subscription will result in the Company owning 20% of Forum.
Forum holds the license to Service Contract 72, an 8,800-square-kilometer area west off Palawan (Recto Bank) and is estimated to contain prospective resources of natural gas and oil.
Date of Approval by Board of Directors
Mar 22, 2017
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
For the Company to maintain a significant stake in Forum. At 20%, it remains a significant shareholder and the second biggest shareholder.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The transaction is a simple subscription by Tidemark Holdings Limited ("Tidemark") a wholly owned subsidiary of the Company, to 6,666,667 previously unissued ordinary shares of Forum for a total subscription price of USD2 million. On the same day (22 March 2017), Tidemark signed the subscription agreement and remitted the subscription price to Forum. Forum will make the necessary filings with the U.K. Companies House and thereafter issue the share certificate in the name of Tidemark Holdings Limited.
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
Tidemark Holdings Limited
Holding company
Wholly-owned subsidiary
Forum Energy Limited
Oil and gas exploration
Associate
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
US$0.30 per share OR a total of US$2,000,000
Basis upon which the amount of consideration or value of the transaction was determined
It is the subscription price voluntarily agreed upon by all parties involved (including the other major shareholder of Forum which subscribed to new shares of Forum as well on the same day). The parties took into account all prevailing circumstances including the book value of Forum (about USD0.41 per share).
The number of shares to be acquired
6,666,667 shares
Ratio/percentage to total outstanding capital stock
20
Terms of payment
Cash payment upon signing of subscription agreement.
Conditions precedent to closing of the transaction, if any
None.
Description of the company subject of the transaction
Nature and business
Oil and gas exploration
Discussion of major projects and investments
It is involved in the following major projects: Service Contract 72, Service Contract 40, and Service Contracts 6 and 14.
List of subsidiaries and affiliates, with percentage holdings
Name
% Ownership
Forum Philippine Holdings Limited
100
Forum (FEI) Limited (SC-40)
100
Forum (GSEC101) Limited – Philippine Branch
100
Forum Energy Philippines Corporation (FEPCO) (Galoc)
Effect(s)/impact on the business, financial condition and operations of the Issuer
From owning 27.14% of Forum, the Company will have a smaller stake of 20%. The Company's cash would also be reduced by USD2 million. But it expects the absolute value of its 20% stake in Forum to exceed the value of its then 27.14% stake.
Other Relevant Information
Attached are the financial statements of Forum for the years 2015, 2014 and 2013.