C07146-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 2,765,381,406 |
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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Approval of the merger of Daily Commodities, Inc. with Puregold Price Club, Inc. |
Background/Description of the Disclosure |
Approval of the merger of Goldtempo Company Incorporated, Daily Commodities, Inc., and First Lane Super Traders Co., Inc. with Puregold Price Club, Inc. (the "Company"). |
Date of Approval by Board of Directors | Mar 14, 2017 |
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Date of Approval by Stockholders | May 30, 2017 |
Other Relevant Regulatory Agency, if applicable | N/A |
Date of Approval by Relevant Regulatory Agency | N/A |
Date of Approval by Securities and Exchange Commission | Nov 22, 2017 |
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 Company intends to consolidate all stores catering to the same market group into one Company. The Company expects better inventory management, efficient cash management and simplified reporting to government agencies as a result of this merger. |
Description of the transaction including the timetable for implementation and related regulatory requirements, if any |
The plan of merger was filed to the Securities and Exchange Commission on May 4, 2017. It will be submitted for the approval of the stockholders of Puregold Price Club, Inc. during its annual meeting to be held on May 30, 2017. Upon stockholders approval, we expect the release of SEC approval of the merger within the next two (2) months. |
Plan of merger |
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Puregold will issue 41.12 shares in exchange of 1 share of Daily Commodities, Inc. or a total of 2,056,037 Puregold shares in exchange of 50,000 shares of Daily Commodities, Inc. |
Ratio of exchange of shares |
Puregold will issue 41.12 shares in exchange of 1 share of Daily Commodities, Inc. or a total of 2,056,037 Puregold shares in exchange of 50,000 shares of Daily Commodities, Inc. |
Basis upon which the exchange ratio was determined |
Net Book Value of the absorbed companies against closing price of Puregold Price Club, Inc. as of December 31, 2016. |
Number of shares subject of the merger |
50,000 outstanding shares of Daily Commodities, Inc. |
Timetable |
Effective immediately upon approval by the Securities and Exchange Commission |
Conditions precedent to closing of the transaction, if any |
None |
Procedures for exchange |
Not applicable |
Nature and business |
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Daily Commodities, Inc. is engaged in the business of supermarket operation. |
Discussion of major projects and investments |
None |
Name | % Ownership | |
---|---|---|
N/A | 0 |
Capital structure
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common / Daily Commodities, Inc. | 5,000,000.00 | 50,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common / Daily Commodities, Inc. | 5,000,000.00 | 50,000 |
Amount | 5,000,000.00 |
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Number of Shares | 50,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common / Daily Commodities, Inc. | 5,000,000.00 | 50,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
---|---|---|---|
Common / Daily Commodities, Inc. | 5,000,000.00 | 50,000 |
Type of Security /Stock Symbol | Amount | |
---|---|---|
Common / Daily Commodities, Inc. | 100 |
Name | (Regular or Independent) | |
---|---|---|
Antonio Delos Santos II | Regular | |
Ferdinand Vincent P. Co | Regular | |
Sherwin C. Hau | Regular | |
Joseph U. Sy | Regular | |
Evelyn B. Binanitan | Regular |
Name | Position/Designation | |
---|---|---|
Antonio Delos Santos II | President | |
Joseph U. Sy | Treasurer | |
Evelyn B. Binanitan | Corporate Secretary |
Effect(s)/impact on the business, financial condition and operations of the Issuer |
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The Company will issue new shares as consideration of the merger. The Company's outstanding shares after merger will be 2,779,932,615 shares, with details as follows: |
Other Relevant Information |
The disclosure was amended to include that the aggregate shares of 14,551,209 to be issued to Entenso Equities, Inc. represent 0.52% of PGOLD's resulting outstanding shares, and a total value of P567,497,161 which is 1.53% in relation to PGOLD's stockholders equity. |
Name | Candy Dacanay-Datuon |
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Designation | Corporate Secretary |