C04823-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Stock P1 par value | 5,633,792,557 | |
Amount of Debt Outstanding (March 31, 2017) | 259,135,524,000.00 |
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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Acquisition by Aboitiz InfraCapital, Inc. (Aboitiz InfraCapital) of an 11.1369% minority stake in Balibago Waterworks System, Inc. (BWSI) |
Background/Description of the Disclosure |
On August 3, 2017, Aboitiz InfraCapital, a wholly owned subsidiary of Aboitiz Equity Ventures, Inc. (AEV) signed an agreement to acquire 11.1369% stake in BWSI from San Fernando Electric Light & Power Co., Inc. (SFELAPCO) |
Date of Approval by Board of Directors |
Jul 13, 2017 |
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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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The minority stake in BWSI enables Aboitiz InfraCapital to be part of an established water market participant. |
Date | Aug 3, 2017 |
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Manner |
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Acquisition of 11.1369% BWSI stake from SFELAPCO |
Description of the company to be acquired or sold |
BWSI provides running water to more than 150,000 households throughout its franchise areas. After 54 years in public service, the National Water Resources Board (NWRB) considers BWSI the largest and most efficiently operated provincial privately owned waterworks system in the country. |
Number of shares to be acquired or disposed | 2,729,190 |
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Percentage to the total outstanding shares of the company subject of the transaction | 11.13 |
Price per share | 100.65 |
Nature and amount of consideration given or received |
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Cash payment of PHP274,692,973.50 |
Principle followed in determining the amount of consideration |
Aboitiz InfraCapital conducted a strategic, financial, and legal due diligence process of BWSI. The purchase price was a negotiated price based on earnings multiples of peer companies. |
Terms of payment |
On closing date, Aboitiz InfraCapital shall pay 50% of the purchase price, and the balance will be paid out once certain conditions are fulfilled. |
Conditions precedent to closing of the transaction, if any |
Customary conditions precedent for this type of transaction, including payment of relevant taxes. |
Any other salient terms |
NA |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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San Fernando Electric Light & Power Co., Inc. | Aboitiz Power Corporation has 43.78% effective interest in SEFELAPCO. AboitizPower is the holding company for AEV |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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BWSI is expected to contribute to Aboitiz InfraCapital’s net income through dividends |
Other Relevant Information |
None. |
Name | Mailene de la Torre |
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Designation | Senior Associate General Counsel for Governance and Compliance/Assistant Corporate Secretary |