C03640-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 700,000,000 |
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.
Subject of the Disclosure |
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Issuance of 2,459,292,441 common shares of Medco Holdings, Inc. ("MED") |
Background/Description of the Disclosure |
The Board of Directors of MED approved on May 31, 2017 the subscription to 2,459,292,441 new common shares (the "Subscription Shares") from the increase in authorized capital stock of the Corporation from Php35 million divided into 700 million common shares with par value of Php 0.05 per share to Php470 million divided into 9,400,000,000 common shares with par value of Php0.05 per share (the "Increase in Capital Stock") at the issue price equivalent to a par value of Php 0.05 per share. |
Date of Approval by Board of Directors | May 31, 2017 |
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Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
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The transaction subject of this disclosure is the issuance of the Subscription Shares pursuant to the Increase in Capital Stock. |
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The transaction will give MED a healthier balance sheet with an increase in its equity and asset base and a decrease in its liabilities. |
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 |
The issuance of the Subscription Shares will be at Php 0.05 per share. The aggregate value of the consideration will be Php122,964,622.05. The subscriptions to the Subscription Shares will be paid through the assignment of debts amounting to Php122,964,622.05 upon the execution of the Subscription Agreements. |
The basis upon which the consideration or the issue value was determined |
The issue price for the Subscription Shares is Php0.05 per share which is the par value of the new shares. |
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 |
The subscription price for the Subscription Shares will be paid through the assignment of debts amounting to Php122,964,622.05. Thus, the subscription price will be used to repay said debts. |
Beneficial Owners/Subscribers | Controlling Shareholders of Subscribers | Number of Shares Held | % | |
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- | Please see attached table (Annex 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 |
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Incorporated in the British Virgin Islands on January 4, 2016, Bonham Strand Investments Ltd. is an investment holding company which will be invested solely in MED shares and which does not have any other active business pursuits and objectives and has no future plans to engage in any other active business pursuit. Mr. Xu Hanjiang is principally engaged in personal investing and his investment in MED shares is part of his business activities. |
The interest which directors of the parties to the transaction have in the proposed transaction |
None except those disclosed above. |
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
The Corporation is committed to complying with all legal requirements under the law with respect to the transaction. |
Any conditions precedent to closing of the transaction |
The approval by the SEC of the Increase in Capital Stock. |
Change(s) in the composition of the Board of Directors and Management |
None |
Effects on the following
Capital structure
Type of Security /Stock Symbol | Before | After | |
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Common Stock/MED | 700,000,000 | 3,159,292,441 |
Type of Security /Stock Symbol | Before | After | |
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Common Stock/MED | 700,000,000 | 3,159,292,441 |
Type of Security /Stock Symbol | Before | After | |
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Common Stock/MED | 0 | 0 |
Type of Security /Stock Symbol | Before | After | |
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Common Stock/MED | 700,000,000 | 3,159,292,441 |
Effect(s) on the public float, if any | Public float will decrease from 53.95% to 20.12%. |
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Effect(s) on foreign ownership level, if any | Foreign ownership will increase from 54.01% to 89.81%. |
Other Relevant Information |
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MED shall decrease its authorized capital stock from Seven Hundred Million Pesos (Php700,000,000) divided into seven hundred million (700,000,000) common shares to Thirty Five Million (Php35,000,000.00) divided into seven hundred million (700,000,000) common shares by reducing par value per share from Php1.00 to Php0.05, to reduce MED’s deficit. This will be subject to the approval from the Securities and Exchange Commission; |
Name | Mary Ann Miel |
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Designation | Chief Accountant |