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)
May 29, 2017
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITYPostal Code1105
8. Issuer's telephone number, including area code
(02) 371 1111
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
1,169,040,400
11. Indicate the item numbers reported herein
Item No. 9: Other Events
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.
SBS Philippines CorporationSBS
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 Subsidiary of Shares in Property Holding Company
Background/Description of the Disclosure
SBS Holdings and Enterprises Corporation, a subsidiary of SBS Philippines Corporation (“SBS”), acquires 150,000 common shares of Goldchester Holdings Corporation (“Goldchester Holdings”) representing a 17.65% equity stake in the company.
Date of Approval by Board of Directors
May 11, 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
The investment is an excellent addition to the SBS Philippines Corporation's group property investment portfolio as it presents a rare opportunity to acquire an indirect stake in high quality real estate investment in the Quezon City’s western area with an attractive potential return of investment for the company in the medium term. Goldchester Holdings is owner of a 3.1 hectares prime real estate property situated along Balintawak in Quezon City, close to the LRT transit convergence point, and Skyway extension and the Cloverleaf Balintawak projects.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The transaction involves the purchase of 150,000 common shares, with the signing and closing having taken place on May 29, 2017.
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
Dennis Anthony Huang Uy
Businessman, IT related businesses
none
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
SBS Holdings and Enterprises Corporation ("SHEC"), a subsidiary of SBS Philippines Corporation (“SBS”), acquires 150,000 common shares of Goldchester Holdings Corporation (“Goldchester Holdings”) representing a 17.65% equity stake in the company for total consideration of PhP 480,799,500.00 or PhP 3,205.33 per share.
Basis upon which the amount of consideration or value of the transaction was determined
The total purchase consideration of PhP 480,799,500.00. was arrived at based on a "willing-buyer-willing -seller" basis and following negotiations between SHEC and Seller. Comparisons also of the market values of the commercial-industrilal properties in the Balintawak area were also taken into consideration before arriving at the purchase consideration.
The number of shares to be acquired
150,000
Ratio/percentage to total outstanding capital stock
17.65
Terms of payment
The purchase consideration was paid in cash upon signing of the Deed of Absolute Sale on May 29, 2017.
Conditions precedent to closing of the transaction, if any
None
Description of the company subject of the transaction
Nature and business
Goldchester Holdings Corporation is a property holding company that is owned and controlled by the Sytengco Family.
.
Discussion of major projects and investments
Goldchester Holdings Corporation is owner of a commercial-industrial complex comprising of buildings, other land improvements and land with a total area of 31,423.5 square meters located along the north side of Epifanio De Los Santos Avenue (EDSA) in Quezon City and adjacent ot he LRT Roosevelt Station and across the Cloverleaf Balintawak property.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
The acquisition of a 17.65% equity stake in Goldcherster Holdiings Corporation will not have any effect on the issued and paid-up share capital of the SBS Philippines Corporation (the Company") for the financial year ended 31 December 2017. The share acquisition is also not expected to have a significant impact on the consolidated net assets and earnings of the Company for the year ended 31 December 2017. It also will not have any material effect on the net gearing ratio of the Company.
Other Relevant Information
Attached is the audited financial statements of Goldchester Holdings Corporation for the year ended 31 December 2016. Goldchester Holdings Corporation is 81.9% owned by the Sytengco Family comprising of Mr. Necisto U. Sytengco, Ms. Lali Y. Sytengco, Ms. Aylene Y. Sytengco, Mr. Necisto Y. Sytengco II, Mr Ned Bryan Y. Sytengco, and Ms. Evelyn T. Ching, The Sytengco Family also owns directly and indirectly 74.3% of the outstanding capital stock of SBS Philippines Corporation.
Filed on behalf by:
Name
Sabrina Adamelle Poon-Sytengco
Designation
Corporate Information Officer and Investor Relation Officer
SBS Philippines CorporationSBS