C06718-2020 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 506,585,994 | |
Preferred Redeemable | 3,600,000 |
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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Acquisition of shares in First Batangas Hotel Corporation |
Background/Description of the Disclosure |
FPH has agreed to purchase from Brightnote Assets Corporation One Million Three Hundred Eighty-Four Thousand One Hundred Twenty-Seven (1,384,127) common shares, and (ii) Two Million Five Hundred Seventy-Two Thousand Seven Hundred Twenty-Six (2,572,726) preferred shares in First Batangas Hotel Corporation. |
Date of Approval by Board of Directors |
N/A |
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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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FPH will be consolidating ownership from a 40.5% current stake to 57.7% after the purchase of shares in First Batangas Hotel Corporation (FBHC). |
Date | Sep 24, 2020 |
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Manner |
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Private Purchase |
Description of the company to be acquired or sold |
FBHC owns a hotel situated in a subsidiary of FPH, First Philippine Industrial Park. |
Number of shares to be acquired or disposed | 1,384,127 |
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Percentage to the total outstanding shares of the company subject of the transaction | 17.2% |
Price per share | P2.90/share (inclusive of the preferred shares) |
Nature and amount of consideration given or received |
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Cash in the total amount of Eleven Million Four Hundred Seventy Four Thousand Eight Hundred Seventy Three and 70/100 Philippine Pesos (Php11,474,873.70) |
Principle followed in determining the amount of consideration |
190% premium to par value |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
N/A |
Any other salient terms |
N/A |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Brightnote Assets Corporation | FPH holds a 10% stake in Brightnote Assets Corporation. FPH, Brightnote and Mircotel Development Corporation are parties to a shareholders’ agreement relating to FBHC. Mr. Nestor J. Padilla, SVP of FPH, acts as Chairman of BAC. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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FPH does not anticipate a significant financial impact from this acquisition. |
Other Relevant Information |
Number of Shares to be Acquired: One Million Three Hundred Eighty-Four Thousand One Hundred Twenty-Seven (1,384,127) common shares and Two Million Five Hundred Seventy-Two Thousand Seven Hundred Twenty-Six (2,572,726) preferred shares |
Name | Esmeraldo Amistad |
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Designation | Vice President/Assistant Corporate Secretary |