C03695-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON SHARES | 1,169,040,400 |
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Subject of the Disclosure |
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Shareholder ratification of investment of funds in associate company |
Background/Description of the Disclosure |
In its meeting held on June 9, 2017, the Shareholders of the Corporation representing at least 2/3 of the outstanding capital stock of the Corporation voted to ratify the investment of funds of PhP 57,300,000.00 by way of subscription to 57,300,000 common shares with a par value of P1.00 each in Lakerfied Phils Holdings Corp. |
Date of Approval by Board of Directors |
May 20, 2016 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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In line with its investment strategy to have a more diversified interests in different property holdings at a lower capital requirement and risk exposure to the Company, the Company has deemed it beneficial to invest in small ownership stake in companies investing in real properties. Lakerfield Phils. Holdings Corp. is owner of a 1.38 hectare parcel of land located in Mandaluyong City. |
Date | Jun 22, 2016 |
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Manner |
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Share subscription of 57,300,000 common shares based on its par value of P1.00 per share from the unissued capital stock of Lakerfield Phils. Holdings Corp. following its offer for new share subscriptions. |
Description of the company to be acquired or sold |
Lakerfield Phils. Holdings Corp. (“LPCH”) is a property holding company majority owned by by the Sytengco Family. Lakerfield Phils. Holdings Corp. is the owner of a 1.38 hectare parcel of land located in Mandaluyong City. |
Number of shares to be acquired or disposed | 57,300,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 37 |
Price per share | P1.00 |
Nature and amount of consideration given or received |
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The share subscription was paid in cash in full. |
Principle followed in determining the amount of consideration |
Consideration for the shares was based on its par value of P1.00. |
Terms of payment |
The subscription value was paid in cash upon subscription by the Company |
Conditions precedent to closing of the transaction, if any |
In accordance with the Corporation Code, the equity investment in these associate companies was subject to the ratification of the Company’s shareholders in its annual stockholders' meeting held on June 9, 2017. |
Any other salient terms |
The shareholder arrangements provide that material transactions such as those required for investment deals involving the acquisition and disposal of investments, financing and mortgage transactions will be subject to approval of the Company as shareholder. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Lakerfield Phils. Holdings Corp. (“LPCH”) | Lakerfield Phils. Holdings Corp. (“LPCH”) is about 63% owned by the Sytengco family who are directors and officers of the Company. Details of their respective interests in LPHC are provided below under Other Relevant information |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The Board of Directors believe that the business prospects of investments in shares or interests in entities involved property investments have much potential given the robust growth of the property market and sees such investment to contribute to the Company’s earnings which can help counteract some of the fluctuations in its chemical trading business and at the same time grow and diversify the Company’s income streams. |
Other Relevant Information |
LPCH is owned 17% by Ms. Aylene Y. Sytengco, Director, CFO & Treasurer, 25% by Mr. Necisto U. Sytengco, Chairman of the Board, 5.25% by the Company’s substantial shareholder, Anesy Holdings Corporation, 5% by Mr. Necisto Y. Sytengco II, Director and SVP for Marketing Operations; 5% by Mr. Ned Bryan Y. Sytengco, VP for Investments; 0.49% by Ms. Lali Y. Sytengco, VP for Purchasing, 5% by Ms. Evelyn T.Ching, sister of Mr. N. U. Sytengco, |
Name | Sabrina Adamelle Poon-Sytengco |
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Designation | Corporate Information Officer and Investor Relation Officer |