C04461-2018

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

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)
Jun 28, 2018
2. SEC Identification Number
CS20091269
3. BIR Tax Identification No.
007236853000
4. Exact name of issuer as specified in its charter
PHILIPPINE H2O VENTURES CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor 20 Lansbergh Place, 170 Tomas Morato Avenue, Quezon City Postal Code 1103
8. Issuer's telephone number, including area code
(632) 373-3038
9. Former name or former address, if changed since last report
-
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 Stock 243,241,504
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.

Philippine H2O Ventures Corp.H2O

PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing Reference: Rules on Backdoor Listing

Subject of the Disclosure

Comprehensive Corporate Disclosure
Background/Description of the Disclosure

On 25 June 2018, the stockholders and the Board of Directors approved the increase in authorized capital stock from Php 500,000,000.00, consisting of 500,000,000 common shares with a par value of Php1.00 each to Php8,000,000,000, consisting of 8,000,000,000 common shares with a par value of Php1.00. At the same meeting of the stockholders, the stockholders also approved the subscription and issuance of shares in the Company out of the Increase in authorized capital stock.

On 27 June 2018, a Deed of Assignment was executed between the Company and Udenna Corporation (“Udenna”) pursuant to which Udenna agreed to transfer all of its shares in PH Travel and Leisure Corp. (“PH Travel”) in exchange for (1) its subscription to 4,143,648,309 shares in the Company, and (b) cash for a total acquisition price of Php4,550,000,000.00. A copy of the Deed of Assignment is attached as Annex A.
Date of Approval by Board of Directors Jun 25, 2018
Date of Approval by Stockholders Jun 25, 2018
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, if applicable TBA
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

The transaction is the acquisition (“Acquisition”) by the Company of all the equity interests of Udenna in PH Travel consisting of 500,000,000 issued and outstanding common shares with a par value of Php1.00 per share (the “Sale Shares”). As a result of this transaction, PH Travel becomes a direct wholly owned subsidiary of the Company.

The Deed of Assignment covering the Sale Shares has been signed by the parties. However, full payment of the purchase price to the seller, Udenna, will be made by the Company once the Securities and Exchange Commission (“SEC”) has approved, among others, the Company’s application for an increase in authorized capital stock. On 25 June 2018, the stockholders of the Company approved the increase in the Company’s authorized capital stock from Php 500,000,000.00, consisting of 500,000,000 common shares with a par value of Php1.00 each to Php8,000,000,000, consisting of 8,000,000,000 common shares with a par value of Php1.00. The Sale Shares pursuant to the Acquisition shall be transferred in exchange for (a) shares to be issued by the Company to Udenna out of the Company’s increase in authorized capital stock, and (b) cash.

Once the SEC has approved the Company’s increase in authorized capital stock, an application for listing of the newly issued shares of the Company will be filed with the PSE.

No regulatory approvals are required for the acquisition by the Company of the shares in PH Travel and the increase in the Company’s authorized capital stock, except: (a) SEC approval of the Company's amendments to its Articles of Incorporation as set out in the Notice of the Annual Stockholders Meeting held on 25 June 2018, including among others, the increase in authorized capital stock of the Company; and (b) a tax free exchange ruling and/or Certificate Authorizing Registration (“CAR”) from the Bureau of Internal Revenue (“BIR”) for the sale of the Sale Shares to the Company.
The reason/purpose of the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The purpose of the purchase by the Company of the Sale Shares in PH Travel is to make PH Travel a wholly owned subsidiary of the Company. This transaction will give value to the Company as it will become a holding company for the tourism-related businesses of the Udenna Group.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis

The total consideration for the Sale Shares is Php4,550,000,000.00, or: (a) 4,143,648,309 shares with a par value of Php1.00 per share in the Company (the “Consideration Shares”), and (b) cash consideration in the amount of Php406,351,691.00 (the "Cash Consideration"). The Consideration Shares will be issued out of the increase in authorized capital stock of the Company.
The basis upon which the consideration or the issue value was determined

The consideration for the Sale Shares purchased by the Company was based on the fair value of the Sale Shares. The Board of Directors of the Company considers the purchase price of Sale Shares based on its fair value as a fair consideration because the valuation of the Sale Shares is more than enough to support the consideration for the Consideration Shares.
For cash considerations, the detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The Company will be the holding entity for the tourism-related businesses of the Udenna Group. Its portfolio will include, among others, an integrated resort and casino project in Lapu-Lapu City, Cebu. It also intends to pursue another resort and casino project in Udenna’s Clark Global City in Angeles, Pampanga. The Company’s management continues to actively pursue and consider other tourism, hospitality and leisure projects.
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business

The Company will be the holding entity for the tourism-related businesses of the Udenna Group. Its portfolio will include, among others, an integrated resort and casino project in Lapu-Lapu City, Cebu. It also intends to pursue another resort and casino project in Udenna’s Clark Global City in Angeles, Pampanga. The Company’s management continues to actively pursue and consider other tourism, hospitality and leisure projects.

Effects in the listed company before and after the transaction on the following:

Increase in authorized capital stock
From Php500,000,000.00, consisting of 500,000,000 common shares with a par value of Php1.00
To Php8,000,000,000, consisting of 8,000,000,000 common shares with a par value of Php1.00
Nature of business
From Holding company
To Holding company
Corporate Name
From Philippine H2O Ventures Corp.
To PH Resorts Group Holdings, Inc.
Board of Directors
Name (Regular or Independent)
Dennis A. Uy Regular
Cherylyn C. Uy Regular
Raymundo Martin Escalona Regular
Lara C. Lorenzana Regular
Jose Angel Sueiro Regular
William Yap Independent
Eric O. Recto Independent
Principal Officers
Name Position/Designation
Dennis A. Uy Chairman
Raymundo Martin Escalona President
Lara C. Lorenzana Chief Financial Officer
Cherylyn C. Uy Treasurer
Jose Angel Sueiro Chief Operating Officer
Leandro E. Abarquez Corporate Secretary
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Udenna Corporation 163,567,763 67 4,307,216,072 98

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common 243,241,504 4,386,889,813
Outstanding Shares
Type of Security /Stock Symbol Before After
Common 243,241,504 4,386,889,813
Treasury Shares
Type of Security /Stock Symbol Before After
N/A - -
Listed Shares
Type of Security /Stock Symbol Before After
Common 243,241,504 4,386,889,813
Effect(s) on the public float, if any The shareholdings in Udenna Corporation will increase to approximately 98%. However, the Company will take measures to ensure continued compliance with the public float, including subscriptions of private investors.
Effect(s) on foreign ownership level, if any The foreign ownership level will decrease from 4.92% to 0.27%.
Additional information on the unlisted company
Nature and business

Attached as Annex B is the Articles of Incorporation of PH Travel.
Discussion of major projects and investments

In May 2017, the Philippine Amusement and Gaming Coproration (“PAGCOR”) issued a provisional license to LapuLapu Leisure, Inc., a wholly-owned subsidiary of PH Travel, and Udenna Development Corporation, which is also part of the Udenna group of companies. The provisional license was issued for the development of an integrated tourism resort and to establish and operate a casino within Lapu-Lapu City.

PH Travel, through its subsidiaries, intends to pursue another resort and casino project in Udenna’s Clark Global City in Angeles, Pampanga., as well as other tourism, hospitality and leisure projects.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
Lapulapu Leisure Inc. 100
Donatela Hotel Panglao Corp. 100
Clark Grand Leisure Corp. 100
Davao PH Resort Corp. 100
Donatela Resorts and Development Corp. 100
CD Treasures Corp. 100
Lapulapu Cultural Heritage Foundation Inc. 100

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common Shares 500,000,000.00 500,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common Shares 500,000,000.00 500,000,000
Paid-Up Capital
Amount Php500,000,000.00
Number of Shares 500,000,000
Issued Shares
Type of Security Amount Number of Shares
Common 500,000,000.00 500,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Common 500,000,000.00 500,000,000
Par Value
Type of Security Amount
Common 1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Udenna Corporation 499,999,995 100
Dennis A. Uy 1 0
Cherylyn C. Uy 1 0
Raymundo Martin Escalona 1 0
Ignacia Braga IV 1 0
Leandro E. Abarquez 1 0
Board of Directors
Name (Regular or Independent)
Dennis A. Uy Regular
Cherylyn C. Uy Regular
Raymundo Martin Escalona Regular
Ignacia Braga IV Regular
Leandro E. Abarquez Regular
Principal Officers
Name Position/Designation
Dennis A. Uy President & CEO
Cherylyn C. Uy Treasurer
Ignacia Braga IV VP Finance
Leandro E. Abarquez Corporate Secretary
The interest which the directors of the parties to the transaction have in the transaction

Dennis A. Uy owns 70% of Udenna Corporation, while Cherylyn C. Uy owns 30% of Udenna Corporation. None of the other directors of the parties to the transaction has an equity interest or an economic interest in the transaction, except for the nominal shares which will qualify them to be directors of the companies.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

The Company is committed to complying with all legal requirements under the law with respect to the transaction to ensure that the interest of the shareholders is safeguarded.
Other Relevant Information

PH Travel was incorporated on January 3, 2017. It's primary purpose is to invest in, purchase, or otherwise acquire and own, hold, use, construct, develop, maintain, subdivide, sell assign, lease and hold for investment,, transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal property of every kind and description.

Attached as Annex C is the 2017 Audited Financial Statements of PH Travel.
Filed on behalf by:
Name Leandro Abarquez
Designation Corporate Secretary