C08316-2020

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)
Nov 26, 2020
2. SEC Identification Number
AS93000023
3. BIR Tax Identification No.
003822183000
4. Exact name of issuer as specified in its charter
DISCOVERY WORLD CORPORATION
5. Province, country or other jurisdiction of incorporation
STATION 1, BALABAG, MALAY AKLAN
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
STATION 1, BALABAG, MALAY, AKLAN Postal Code 5608
8. Issuer's telephone number, including area code
8813-8857
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 664,000,000
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.

Discovery World Corporation DWC

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Approval of the Board of Directors of Discovery World Corporation (the “Corporation” or “DWC”) of the subscription of JT Perle Corporation (“JT Perle”) of up to One Hundred Ninety Million (190,000,000) common shares to be issued from DWC’s authorised and unissued capital stock.
Background/Description of the Disclosure

The transaction involves the issuance of One Hundred Ninety Million (190,000,000) common shares by DWC from its authorised and unissued capital stock, in favor of JT Perle, which will buy the shares at the price of One Peso and Sixty Centavos (Php 1.60) per share.

The issuance of additional shares will result in JT Perle becoming owner of 27.40% of the outstanding capital stock of DWC.
Date of Approval by Board of Directors Oct 21, 2020
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

In a meeting dated 21 October 2020, the Board approved the offer of JT Perle Corporation to subscribe to up to One Hundred Ninety Million (190,000,000) shares of Discovery World Corporation at One Peso and Sixty Centavos (Php 1.60) per share. The shares would be issued from Discovery World Corporation's Authorized and Unissued Capital Stock

The issuance of new shares would result in JT Perle Corporation owning more than 10% of DWC’s resulting outstanding capital stock. This being the case, the Listing Rules of the Philippine Stock Exchange require that the transaction should be approved by the Corporation's shareholders.

In a Special Stockholders' Meeting on 26 November 2020, the Stockholders approved the issuance of up to One Hundred Ninety Million (190,000,000) Shares in favor of JT Perle Corporation,

In an Executive Committee Meeting on the same date, the Executive Committee determined that that the final number of shares to be issued and subscribed to by JT Perle Corporation is One Hundred Ninety Million (190,000,000) shares amounting to Three Hundred Four Million (Php 304,000,000.00) Pesos.

As of date, the Subscription Agreement is yet to be executed between Discovery World Corporation and JT Perle Corporation. It is, however, scheduled to be finalized within December 2020.

The Stock Certificates covering the shares to be subscribed will be issued upon payment of the documentary stamp tax due thereon.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

With the transaction, the Corporation will be able to raise additional working capital which it will be able to use to implement the Corporation's business plans.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The shares shall be issued at Php 1.60 per share or a total consideration of Php 304,000,000.00. The payment of the total consideration will be a one-time payment to be fulfilled within December 2020.
The basis upon which the consideration or the issue value was determined

The subscription price for the DWC common shares is based on the prevailing market price based on the 30-trading day volume weighted average price (“VWAP”) of DWC shares in the PSE, from 8 September 2020 to 20 October 2020 with an additional 5.96% premium of the same.
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 Php 304,000,000 to be received in December 2020 shall be used by the Company for general corporate purposes such as working capital for operations, payment of bank/financing expenses, and for capital expenditures of the Corporation and its various subsidiaries.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
JT Perle Corporation Holdings Mr. John Y. Tiu, Jr., the Chairman of DWC, holds 60% of JT Perle shareholdings
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
John Y. Tiu, Jr. 3,000,000 60 Katrine Perle G. Tiu
1,999,997
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

JT Perle Corporation was incorporated on 9 July 2007. It is a holdings company primarily engaged in the investment of different types of property.
The interest which directors of the parties to the transaction have in the proposed transaction

Mr. John Y. Tiu, Jr., is the Chairman of DWC and Chairman and President of JT Perle Corporation.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The Corporation is committed to complying with all legal requirements under the law with respect to the transaction.
Any conditions precedent to closing of the transaction

The approval of DWC shareholders must be obtained during the Special Stockholders’ Meeting scheduled on 26 November 2020
Change(s) in the composition of the Board of Directors and Management

None

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
JTKC Equities Inc. 302,599,998 45.57 302,599,998 35.43
The Discovery Leisure Company, Inc. 155,399,995 23.4 155,399,995 18.2
JT Perle Corporation 43,979,000 6.62 233,979,000 27.4

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
DWC/ Common 664,000,000 854,000,000
Outstanding Shares
Type of Security /Stock Symbol Before After
DWC/ Common 664,000,000 854,000,000
Treasury Shares
Type of Security /Stock Symbol Before After
- - -
Listed Shares
Type of Security /Stock Symbol Before After
DWC/ Common 626,000,000 854,000,000
Effect(s) on the public float, if any The public float level will decrease from 24.16% to 18.79%
Effect(s) on foreign ownership level, if any The foreign ownership will decrease from 9.25% to 7.19%
Other Relevant Information

Please see attached Annex A for the information on JT Perle Corporation, Annex B-1 to B-3 for Audited Financial Statements of JT Perle Corporation for the years 2017 to 2019.

Note also that the 854,000,000 shares includes the 38,000,000 shares that Discovery World Corporation issued in favor of JT Perle Corporation. Please refer to disclosure dated 14 April 2020.
Filed on behalf by:
Name Anna Francesca Respicio
Designation Corporate Secretary