C06610-2014 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 15,569,015 |
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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Sale of substantially all of iRipple Inc.’s operating assets and assignment of liabilities to a third-party, yet to be determined. |
Background/Description of the Disclosure |
On December 16, 2014, at a meeting held by the Board of Directors of the Corporation, during which meeting a quorum was present and acted throughout, the Board approved the sale of substantially of the iRipple’s assets at such terms and conditions to be negotiated and finalized. For this purpose, the Board authorized the President, Mr. Victor Javier, to negotiate, execute, and sign such agreements, papers, and other documentation pursuant to such acquisition. |
Date of Approval by Board of Directors |
Dec 16, 2014 |
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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 Company shall sell substantially all its assets to a third-party in preparation for a contemplated change in primary purpose of the Company (i.e. holdings corporation) |
Date | TBA |
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Description of the Transaction |
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The specific terms of the sale are yet to be determined. These terms shall be disclosed immediately upon reaching a concrete agreement with the third-party buyer. |
Manner |
The manner of the sale is yet to be determined. This shall be disclosed immediately upon reaching a concrete agreement with the third-party buyer. |
Description of the assets involved |
The assets involved include cash and cash equivalents, trade and other receivables, inventories, property and equipment and other assets. A specific description of the assets shall be provided upon finalization of the terms of the sale. |
Nature and amount of consideration given or received |
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The value of assets and liabilities will be disclosed upon reaching the final terms of the agreement. |
Principle followed in determining the amount of consideration |
The book value of the current and non-current assets and liabilities (considering the possible impairment losses of some receivables) will be used to determine the final settlement amount. |
Terms of payment |
To be disclosed once finalized |
Conditions precedent to closing of the transaction, if any |
The sale of the Issuer’s assets must be ratified by the stockholders holding at least 2/3 of the outstanding capital stock during the Special Stockholder’s Meeting scheduled on February 4, 2015. |
Any other salient terms |
Not Applicable |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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To be determined. The Buyer shall be disclosed upon finalization of the terms of the agreement | Not Applicable |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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This sale would render the Corporation incapable of continuing the business or accomplishing the purposes for which it was incorporated. This is in line with the preparations for the contemplated change in primary purpose. |
Other Relevant Information |
Not Applicable |
Source(s) of funds |
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Not Applicable |
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes |
Not Applicable |
Name | Kjell Bagaindoc |
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Designation | Finance Manager |