C04499-2017 |
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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SMC Asia Car Distributors Corp. |
Background/Description of the Disclosure |
Investment of SMC in the business of importation, distribution and servicing of BMW vehicles in the Philippines, through the incorporation of a joint venture company, "SMC Asia Car Distributors Corp.", which is 65% owned by SMC and 35% owned by Mr. Jose Ch. Alvarez. |
Date of Approval by Board of Directors | Jul 18, 2017 |
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Date of Approval by Stockholders, if applicable | N/A |
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements |
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This is an investment by SMC in SMC Asia Car Distributors Corp. ("SMC Asia Car"), which is the corporate entity that will engage in the business of importation, distribution and servicing of BMW vehicles in the Philippines (the “Business”). Regulatory requirements include the approval by the Securities and Exchange Commission of the incorporation of SMC Asia Car, the registration with the Bureau of Internal Revenue, the Bureau of Customs, and the relevant local government units, for the necessary permits and licenses for the Business. The investment of SMC in the Business is expected to be fully implemented within this year, subject to ongoing finalization of the commercial aspect of the transaction. |
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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Investment. |
Amount of investment and/or interest by the parties involved |
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SMC Asia Car has an authorized capital stock of Php 1 Billion, divided into 10 million shares with a par value of Php 100 per share with paid-up capital of Php500 million upon incorporation. The equity participation of SMC and Mr. Alvarez is 65% and 35%, respectively. |
Provisions on profit-sharing, arrangements on management and operations |
Subject to ongoing negotiations between the parties. |
Conditions precedent to closing of transaction, if any |
N/A |
Other salient features of the joint venture agreement |
N/A |
Name | Nature of Business | Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates | |
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Jose Ch. Alvarez | Importation and distribution of BMW cars through Asia Carmakers Corporation | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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No significant, material effect on the business, financial condition and operations of SMC is expected. |
Other Relevant Information |
Date of Approval by Board of Directors - N/A |
Name | Mary Rose Tan |
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Designation | Associate General Counsel and Assistant Corporate Secretary |