C05451-2017 |
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 |
---|
Acquisition of shares of BF Jade E-Services Inc. (“BF Jade”) |
Background/Description of the Disclosure |
On August 31, Ayala Corporation (“Ayala”) through its wholly owned subsidiary AC Ventures Holding Corp (“AC Ventures”), Ayala Land Inc. (“Ayala Land”) through its wholly owned subsidiary AMSI, Inc. (“AMSI”), BPI Capital Corporation (“BPI Capital”), and Kickstart Ventures Inc. subscribed to the shares in BF Jade E-Service Philippines, Inc. (“BF Jade”), all closing conditions having been complied with. Ayala and Ayala Land assigned their rights to subscribe to BF Jade shares to AC Ventures and AMSI, respectively. |
Date of Approval by Board of Directors |
Aug 1, 2016 |
---|
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
---|
Through this transaction, Ayala aims to capture the growing opportunities in e-commerce amid a robust domestic consumer market and an increasingly digital environment. Moreover, with businesses in real estate, banking, and telecommunications, this investment provides opportunities for Ayala to create synergies across the e-commerce value chain. |
Date | Aug 31, 2017 |
---|
Manner |
---|
Issuance of primary shares of the corporation |
Description of the company to be acquired or sold |
BF Jade is the owner and operator of online fashion platform Zalora Philippines (“Zalora”). Zalora is currently the Philippines’ largest online fashion destination offering over 120,000 products across over 1,000 brands in accessories, beauty, clothing, shoes, and sports. Zalora’s online fashion business is complemented by a proprietary, robust, and scalable logistics platform that effectively utilizes online channels and technology. |
Number of shares to be acquired or disposed | 269,864,500 |
---|---|
Percentage to the total outstanding shares of the company subject of the transaction | 43.28 |
Price per share | Total amount <10% of Ayala's shareholders' equity |
Nature and amount of consideration given or received |
---|
The amount is not material as it is less than 10% of Ayala Corporation’s total shareholders' equity |
Principle followed in determining the amount of consideration |
In coming up with the valuation, two (2) methods were utilized: (i) Discounted Cash Flow with terminal value using the Gordon Growth method and (ii) Enterprise Value / Net Merchandise Value multiple |
Terms of payment |
Subject to conditions precedent which have all been complied with. |
Conditions precedent to closing of the transaction, if any |
1. Completion of certain procedural requirements and submission by BF Jade of certain documents to the investors as part of the due diligence examination; and |
Any other salient terms |
1. Board of Directors approval on 1 August 2016 is subject to completion of due diligence examination and satisfaction of conditions precedent |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
---|---|---|
BF Jade E-Services Inc. | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
---|
This acquisition allows Ayala to capture the growing opportunities in e-commerce. |
Other Relevant Information |
This is an amended disclosure to reflect the closing of the transaction. |
Name | Celeste Jovenir |
---|---|
Designation | Investor Relations Head |