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)
Nov 8, 2017
2. SEC Identification Number
CS200511816
3. BIR Tax Identification No.
239-508-223-000
4. Exact name of issuer as specified in its charter
8990 HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
11th Floor, Liberty Center, 104 H.V. dela Costa Street, Salcedo Village, Makati CityPostal Code1200
8. Issuer's telephone number, including area code
(02)478-9659
9. Former name or former address, if changed since last report
N.A.
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 Shares
5,517,990,720
Corporate Bonds Series A, B, and C
9,000,000,000
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.
8990 Holdings, Inc.HOUSE
PSE Disclosure Form 4-15 - Creation and Issuance of New Equity Security References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Creation of Preferred Shares
Background/Description of the Disclosure
On 19 April 2017, the SEC approved the amendments to the articles of incorporation of the Company to create a class of preferred shares.
On 8 November 2017, the PSE approved the listing of 50,000,000 Series A preferred shares of the Company.
In the special meeting of the Board of Directors held on 9 November 2017, the Board approved a dividend rate of 6.0263% for the 50,000,000 Series A Preferred Shares of the Corporation.
Date of approval by Board of Directors of the creation and/or issuance of a new security
Dec 9, 2016
Rationale for the creation and/or issuance
To create a class of preferred shares for issuance to the public as part of the Company's capital raising activities.
Features of the new security
If convertible
Conversion or entitlement ratio
N.A.
Corresponding number of underlying shares with percentage to total outstanding shares
N.A.
Conversion price or exercise price
N.A.
Provisions for adjustment(s) in conversion ratio and/or conversion period
N.A.
If redeemable
Redemption price
TBA
Redemption period
TBA
Method and/or procedures in redemption
TBA
Terms and conditions of the issuance
Number of shares to be issued
50,000,000
Corresponding percentage to total outstanding shares
-
Issue price per share
100
Aggregate value of consideration
Php5,000,000,000.00
Source of shares available for issuance
Unissued preferred shares of the Corporation
Basis upon which the issue value was determined
The issue price of Php100.00 is at a premium to the par value of the Series A preferred shares, which is Php1.00 per share. The issue price was arrived at by dividing the desired gross proceeds of Php5,000,000,000.00, by the number of Series A preferred shares allocated for this offering.
Terms of payment
Please refer to the final Prospectus dated 9 November 2017 and the Application to Purchase for the offer that will be made available to the public prior to the start of the offer period for the preferred shares.
Timetable and manner of issuance
The offer period for the preferred shares will be from 17 November 2017 to 23 November 2017. The preferred shares is expected to be issued and listed on 1 December 2017.
Effect(s) on the ownership structure, including the list of principal shareholders with their corresponding shareholdings and percentage ownership to total outstanding shares before and after the transaction
Principal Shareholders
Before
After
Number of shares
%
Number of shares
%
TBA
-
-
-
-
Effect(s) on the capital structure
Issued Shares
Type of Security/Stock Symbol
Before
After
Common / HOUSE
5,517,990,720
5,517,990,720
Outstanding Shares
Type of Security/Stock Symbol
Before
After
Common / HOUSE
5,517,990,720
5,517,990,720
Treasury Shares
Type of Security/Stock Symbol
Before
After
N.A.
-
-
Listed Shares
Type of Security/Stock Symbol
Before
After
Common / HOUSE
5,517,990,720
5,517,990,720
Effect(s) on the public float, if any
TBD
Effect(s) on foreign ownership level, if any
TBD
Other Relevant Information
Details of the shelf registration and issuance of the preferred shares (i.e. issue price, officer size, and other terms of the offer) shall be disclosed once these have been determined by the Board of Directors and the appropriate filings have been made with the SEC and PSE.
Details of the effect on the ownership structure, including to the principal shareholders, shall be disclosed for every tranche/issuance of the preferred shares that will be under shelf registration.
This disclosure was amended on 10 November 2017 to reflect the following information:
1. PSE approval of the listing of the Series A preferred shares; 2. Board approval of the dividend rate of the Series A preferred shares; 3. Terms and Conditions of the issuance; 4. Basis upon which the issue value was determined 5. Terms of payment 6. Timetable and manner of issuance