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)
Jul 27, 2017
2. SEC Identification Number
1746
3. BIR Tax Identification No.
000126853000
4. Exact name of issuer as specified in its charter
STI Education Systems Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7th Floor, STI Holdings Center, 6764 Ayala Avenue, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
(632) 844-9553
9. Former name or former address, if changed since last report
-
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
9,904,806,924
11. Indicate the item numbers reported herein
Item 9
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.
STI Education Systems Holdings, Inc.STI
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Sale of Maestro Shares
Background/Description of the Disclosure
Further to our disclosure last 27 June 2017, please be advised that STI Education Services Group, Inc. (“STI ESG”) received a Letter of Intent from Carret Private Investments Limited (“Carret”), a company incorporated under the laws of HongKong, to acquire its 20% stake in Maestro Holdings, Inc. (“Maestro Holdings”).
In the STI ESG Board of Directors Meeting held today, 27 July 2017, the STI ESG Board authorized its Vice Chairman and Chief Executive Officer, Mr. Monico V. Jacob to negotiate with Carret for the terms and conditions of the sale of its 20% stake in Maestro Holdings.
In order to guide the STI ESG Board in determining the fair value of its 20% stake in Maestro Holdings, Isla Lipana and Co. was engaged to conduct a Third Party Fairness Opinion Report.
Maestro Holdings owns 100% of the issued and outstanding capital stock of PhilPlans First, Inc., a pre-need company as well as 99.89% of the issued and outstanding capital stock of Philhealthcare, Inc., a Health Maintenance Organization (HMO). Maestro Holdings also owns 70% of the issued and outstanding capital stock of Philippine Life Financial Assurance Corporation, a company which provides financial services such as insurance, investment plans and loan privilege programs.
The rationale for this disposition is to enable STI ESG to focus on its core business of offering educational services.
Other Relevant Information
STI Education Systems Holdings, Inc. owns 98.66% of the issued and outstanding capital stock of STI ESG.