C04956-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 240,252,491 |
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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Sale of 2,000,000 shares of PSBank in Sumisho Motor Finance Corporation ("SMFC") and Sale of 2,000,000 shares of PSBank Retirement Fund in Sumisho Motor Finance Corporation ("SMFC") |
Background/Description of the Disclosure |
PSBank has approved the sale of 2,000,000 SMFC common shares for the amount of PhP94.98 per share, or a total of PhP189,960,000.00 subject to the confirmation and acceptance of the purchase price and terms and conditions of the sale by the GT Capital Holdings, Inc. After the sale, PSBank will still own 6,000,000 shares in SMFC. |
Date of Approval by Board of Directors |
Jul 27, 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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PSBank will benefit from this transaction as this will improve its Tier 1 capital ratio and the Bank's capital adequacy ratio (CAR) in line with its capital planning initiatives under Basel III. |
Date | TBA |
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Manner |
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Target execution of Sale and Purchase Agreement on August 09, 2017. |
Description of the company to be acquired or sold |
SMFC is a joint venture established by PSBank, PSBank Retirement Fund, Sumitomo Corporation (Japan) and Sumitomo, Philippines. It was incorporated in 2009 primarily to engage, transact or deal in the business of 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 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 |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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GT Capital Holdings, Inc. | GT Capital is the holding company of the Metrobank Group. Metrobank owns 82.675% of PSBank. Mr. Arthur Vy Ty, Chairman of GT Capital, is a director and Vice Chairman of PSBank. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Increase in Tier 1 ratio and capital adequacy ratio (CAR) |
Other Relevant Information |
None |
Name | Noel Ang |
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Designation | Senior Manager/Dept Head |