C04746-2018

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)
Jul 12, 2018
2. SEC Identification Number
AS095 006755
3. BIR Tax Identification No.
004-513-153
4. Exact name of issuer as specified in its charter
TRANSPACIFIC BROADBAND GROUP INTERNATIONAL, INC.
5. Province, country or other jurisdiction of incorporation
Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
9th Floor Summit One Tower 530 Shaw Boulevard, Mandaluyong City Postal Code 1550
8. Issuer's telephone number, including area code
(632) - 717-0523
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 222,019,330
11. Indicate the item numbers reported herein
1

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.

Transpacific Broadband Group Int`l. Inc.TBGI

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Result of the Special Board of Directors Meeting on July 12, 2018.
Background/Description of the Disclosure

TRANSPACIFIC FOREIGN 40% PRIVATE PLACEMENT

The Chairman informed the Board of the need to raise funds from a private placement up to 40% of common equity from foreign sources to be able to participate in various opportunities in the telecommunication market brought about by directive of the government to have a 3rd Telco in the Philippines.

The telecoms business opportunities that TBGI can participate in any or all segments are as follows:
a. Direct participation in a consortium of 3rd Telco participating investors
b. Direct participation in a consortium of “Common Tower Investment Corporation” to establish 50,000 tower sites nationwide. The “Common Tower Investment Corporation” can lease its towers to the 3RD Telco consortium.
c. TBGI to establish a representative office in China with coordination and cooperation with a China consortium involved with telecoms and technology, the aim of which is to bring in Artificial Intelligence (AI) Initiative, Block Chain Technology, Asset-backed Initial Coin Offering (ICO), and Internet of Things technology. The China representative office will complement the PEZA Ecozone of ATN Group, by orienting possible host locators including AI / technology companies.

The investment case of the private placement is derived from the TBGI attributes below:
a. Given that the term of reference for the 3RD Telco is clear and definitive, TBGI can now actively pursues its strategies in expanding business activities.
b. TBGI’s 25-year congressional franchise allows TBGI participation in the said business opportunities
c. TBGI co-invested with ATN Holdings, Inc. for 30% ownership in ATN Solar that established the most modern crusher plant, a high margin business that can generate significant cash dividends to be used by TBGI in the aforementioned business opportunities of (a) 3Rd Telco business, (b) Common tower business, and (c) Representative office consortium for PEZA Ecozone business to create grassroots job opportunities for Filipinos, in support of the government “BUILD BUILD BUILD” initiative and 3RD Telco initiative. The co-investment in an aggregate raw material supply ecosystem is a relevant leveraging strategy in sourcing large-scale equity funds for the Telco business opportunities. Completing the 40% participation of foreign investor, ATN Holdings, Inc. can co-invest business opportunities given its huge rock inventory.


Board Resolutions

After discussions, the following resolutions were unanimously approved, to wit:

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be authorized and empowered to raise funds equivalent to 40% of stockholders equity to foreign investors under terms and condition favorable to the Corporation;
“RESOLVED, that the Corporation be authorized and empowered to any or all segments of the following:
a. Participate in a consortium of 3rd Telco investors
b. Participate in a consortium of “Common Tower Investment Corporation” to establish 50,000 tower sites nationwide.
c. TBGI to establish a representative office in China with coordination and cooperation with a China consortium involved with telecoms and technology, the aim of which is to bring in Artificial Intelligence (AI) Initiative, Block Chain Technology, Asset-backed Initial Coin Offering (ICO), and Internet of Things technology.

RESOLVED, FURTHER, that the President and CEO be authorized to sign any and all documents or papers necessary to execute the foregoing matters”.

RESOLVED FINALLY, that the foregoing resolution remain valid and subsisting, unless otherwise revoked or amended in writing by the Corporation.”
Other Relevant Information

n/a
Filed on behalf by:
Name Paul Saria
Designation Vice President