C04053-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common shares | 2,204,161,868 |
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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Merger of CFC Clubhouse Property, Inc. with and into Universal Robina Corporation |
Background/Description of the Disclosure |
In the annual meeting of the stockholders of Universal Robina Corporation ("URC") held on June 28, 2017, stockholders representing at least two-thirds (2/3) of the outstanding capital stock of URC approved the revision of the plan of merger of CFC Clubhouse Property, Inc. ("CCPI") with and into URC under the terms and conditions of which URC shall be the surviving entity. |
Date of Approval by Board of Directors | Apr 25, 2017 |
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Date of Approval by Stockholders | Jun 28, 2017 |
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 | TBA |
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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CCPI is a wholly-owned subsidiary of URC and is one of the major suppliers of flexible packaging materials for URC's snacks and beverages division. The proposed merger is expected to benefit URC in the reduction of expenses through the economies of scale, centralized administration and greater efficiency. |
Description of the transaction including the timetable for implementation and related regulatory requirements, if any |
1. Re-filing of the revised Plan of Merger and Articles of Merger based on the recommendation by the Securities and Exchange Commission on the modification of the terms of the merger and the mode of carrying the same into effect. |
Plan of merger |
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TBA |
Ratio of exchange of shares |
1:5.0425 URC to CCPI shares |
Basis upon which the exchange ratio was determined |
Book Value of Net Assets of CCPI as per September 30, 2016 audited financial statements vis-a-vis price per share of URC stocks at the close of September 30, 2016 trading day as per record of the Philippine Stock Exchange. |
Number of shares subject of the merger |
500,000 common shares with a par value of P1.00 per share of the shares of CCPI in exchange for 2,521,257 common shares of URC. |
Timetable |
The merger shall take effect upon issuance of the SEC Certificate approving the merger. |
Conditions precedent to closing of the transaction, if any |
Submission of stockholders' approval for CCPI and URC. |
Procedures for exchange |
TBA |
Nature and business |
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CCPI is engaged in the production of flexible packaging materials which started operation in April 2007. |
Discussion of major projects and investments |
CCPI is expanding its capacity to accommodate URC's increase in demand for dry laminated and extruded wrappers. |
Name | % Ownership | |
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CCPI is a wholly-owned subsidiary of URC and its ultimate parent company is JG Summit Holdings, Inc. | N/A |
Capital structure
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common shares | P500,000,000 | 500,000,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common shares | P442,420,000 | 442,420,000 |
Amount | P461,325,149 |
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Number of Shares | 442,420,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common shares | P442,420,000 | 442,420,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common shares | P442,420,000 | 442,420,000 |
Type of Security /Stock Symbol | Amount | |
---|---|---|
Common shares | P1.00 |
Name | (Regular or Independent) | |
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John L. Gokongwei, Jr. | Regular | |
James L. Go | Regular | |
Lance Y. Gokongwei | Regular | |
Robina Gokongwei-Pe | Regular | |
Patrick Henry C. Go | Regular |
Effect(s)/impact on the business, financial condition and operations of the Issuer |
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The proposed merger is expected to benefit URC in the reduction of expenses through the economies of scale, centralized administration and greater efficiency. |
Other Relevant Information |
This PSE Disclosure Form 4-23 is being amended in order to include the date of approval by the stockholders of URC of the revised plan of merger of CFC Clubhouse Property, Inc. with and into URC. |
Name | Rosalinda Rivera |
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Designation | Corporate Secretary |