C04955-2017 |
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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Acquisition of 20% total stake in Sumisho Motor Finance Corporation (“SMFC”) by GT Capital Holdings, Inc. ("GT Capital" or the “Corporation”) |
Background/Description of the Disclosure |
The Board of Directors of GT Capital approved the acquisition of 2,000,000 SMFC common shares from Philippine Savings Bank (“PS Bank”) and 2,000,0000 SMFC common shares from PS Bank Retirement Fund, or a total of 4,000,000 SMFC common shares, representing 20% of the total issued and outstanding capital stock of SMFC, for a total consideration of Php379,920,000.00. |
Date of Approval by Board of Directors |
Aug 8, 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 purchase of SMFC shares will allow GT Capital's entry into micro-financing, specifically motorcycle financing, a high growth sector in the Philippines. In addition, it will give the Group an opportunity to tap the low to middle income sector of the Philippine market - the primary clientele of SMFC. Lastly, it will strengthen the Group's strategic relationship with the Sumitomo Corporation, one of Japan's leading conglomerates. |
Date | TBA |
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Manner |
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Target execution of Sale and Purchase Agreement on August 9, 2017 |
Description of the company to be acquired or sold |
SMFC is a joint venture established by PS Bank, PS Bank Retirement Fund, Sumitomo Corporation, and Sumitomo Corporation of the Philippines. It was incorporated in 2009 primarily to engage, transact, or deal in the business or lending or leasing to retail customers for their purchase of motorcycles in the Philippines. |
Number of shares to be acquired or disposed | 4,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 20 |
Price per share | 94.98 |
Nature and amount of consideration given or received |
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Purchase price of Php379,920,000.00 to be paid in cash |
Principle followed in determining the amount of consideration |
Book value as of June 30, 2017 supported by a Fairness Opinion made by an independent professional firm |
Terms of payment |
Payment of purchase price on or before August 11, 2017 |
Conditions precedent to closing of the transaction, if any |
None. |
Any other salient terms |
None. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Equity method of accounting for SMFC in GT Capital's consolidated financial statements |
Other Relevant Information |
None. |
Name | Jiselle Compuesto |
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Designation | Legal and Compliance Officer |