C07334-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 284,876,265 |
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Subject of the Disclosure |
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Acquisition of St. Jude College, Inc. by Phinma Education Holdings, Inc. |
Background/Description of the Disclosure |
Phinma Education Holdings, Inc. (PEHI), a wholly-owned subsidiary of PHINMA Corporation, signed a Share Purchase Agreement on December 5, 2017 for the purchase of 57,347 shares in St. Jude College, Inc. constituting 95.6% of the issued and outstanding shares of said school, for Php370.2 million. The transaction also closed on the same day. |
Date of Approval by Board of Directors |
Nov 17, 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 investment of PHINMA Education Holdings, Inc. in St. Jude College will strengthen its position in the education industry. With the addition of St. Jude College, the enrollment of PHINMA Education's schools will grow by 3,050 students and will consequently increase PHINMA Education revenues and bottomline. This investment also represents PHINMA Education's entry into the mid-income education market in Metro Manila. |
Date | Dec 5, 2017 |
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Manner |
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The transaction involves the acquisition of shares from existing shareholders of St. Jude College. |
Description of the company to be acquired or sold |
St. Jude College, which is located in Metro Manila, started as a School of Nursing in 1968 and is today a full service educational institution serving 3,050 students in basic education , college, and graduate school programs. |
Number of shares to be acquired or disposed | 57,347 |
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Percentage to the total outstanding shares of the company subject of the transaction | 95.6 |
Price per share | 6,455.44 |
Nature and amount of consideration given or received |
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Total purchase price is Php 370.2 million |
Principle followed in determining the amount of consideration |
The purchase price takes into account various factors such as the number of enrollees, brand value and the appraised value of properties registered under the name of the school. |
Terms of payment |
PHINMA Education Holdings, Inc. paid P265 million on December 5, 2017. The balance of P48 million will be used to pay various liabilities and the amount of P57 million is held in escrow. |
Conditions precedent to closing of the transaction, if any |
Not applicable |
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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Various individuals | No material relationship with PHN including its directors , officers or any of its affiliates |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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See rationale above. |
Other Relevant Information |
The Date of Board Approval above refers to the date of approval by the PHINMA Education Holdings, Inc. Board of Directors on November 17, 2017. |
Name | Rizalina Andrada |
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Designation | Vice President - Finance |