9. Former name or former address, if changed since last report
na
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
1,528,474,000
11. Indicate the item numbers reported herein
item 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.
Bankard, Inc.BKD
PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Sale of RCB's and RCBC Capital's 89% stake in BKD to Philippine Business Bank Trust and Investment Center (PBB) on behalf of various clients
Background/Description of the Disclosure
This disclosure is in compliance with the PSE letter dated October 22, 2013 requesting for additional information in relation to the disclosure made by BKD dated October 18, 2013 regarding the above subject which will result in a change in control of Bankard, Inc.
Rationale for the transaction
As disclosed by Rizal Commercial Banking Corporation (RCBC), the transaction will also allow RCBC to release approximately Php 731 million of Common Equity Tier 1 (CET1) capital, representing its share in the Net Book Value (NBV) of Bankard, Inc + Net Gain. This capital release could translate into an incremental increase in the bank’s loan books by Php 7.3 billion, deriving incremental annual net interest earnings, assuming a 4% spread, of Php 292 million. The sale of the Bankard listed legal vehicle was part of RCBC's capital raising/capital release program so as to comply with the new Basel 3 capital guidelines effected January 1, 2014. The transaction allowed RCBC to meet and exceed the minimum Core Equity Tier (CET1) ratio of 8.5% and the minimum Total Capital Adequacy Ratio (CAR) of 10%.
Description of the transaction
RCBC and its subsidiary, RCBC Capital Corp. (RCAP), sold its 89.98% stake in Bankard, Inc. for a consideration equivalent to a share of the Net Cash in the Balance Sheet of Bankard, Inc. plus a corporate vehicle premium totaling Php 250 million. The sale was consummated after trading hours last December 27, 2013 to RYM Business Management Corp. (RYM) and other investors.
Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer
Name
Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
RYM Business Management Corp. (through PBB)
none
Caulfield Heights, Inc. (Through PBB)
none
Anthony Te &/or Macario Te (Through PBB)
none
Identity of the person(s)/entity(ies) from whom control was assumed
Name
Number of Shares
% to Total Number of Outstanding Shares
Rizal Commercial Banking Corp. (RCBC)
999,999,989
65.42
RCBC Capital Corporation (RCB Capital)
375,460,000
24.56
Details of the transaction
Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control
1,375,459,989
Percentage to total number of shares of voting securities
89.98
Amount and source of consideration used by such person(s)/entity(ies)
Premium of Php250 million and escrow amount of Php870 million
Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters
none
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents
none
The interest which directors of the parties have in the proposed transaction
none
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders
A tender offer will be done by the new owners of the company and the preparation of the related documents is ongoing. Details of the tender offer will be announced later. In addition, the assets and liabilities that were sold to RCBC and RCBC Bankard Services Corp. were subjected to a valuation report by an independent third party.
Effects on the following
Ownership structure
Principal Shareholders
Before
After
Number of shares
%
Number of shares
%
RCBC
999,999,989
65.42
0
0
RCAP
375,460,000
24.56
0
0
RYM Business Management Corp.(Thru PBB)
0
0
1,249,859,989
81.77
Caulfield Heights, Inc. (Thru PBB)
0
0
72,600,000
4.75
Anthony Te &/or Macario Te (Thru PBB)
0
0
53,000,000
3.46
Public/others
153,014,011
10.02
153,014,011
10.02
Total
1,528,474,000
100
1,528,474,000
100
Capital structure
Issued Shares
Type of Security/Stock Symbol
Before
After
Common/BKD
1,528,474,000
1,528,474,000
Outstanding Shares
Type of Security/Stock Symbol
Before
After
Common/BKD
1,528,474,000
1,528,474,000
Treasury Shares
Type of Security/Stock Symbol
Before
After
na
0
0
Listed Shares
Type of Security/Stock Symbol
Before
After
Common/BKD
1,528,474,000
1,528,474,000
Effect(s) on the public float, if any
none
Effect(s) on foreign ownership level, if any
none
Other Relevant Information
nothing else to report
Filed on behalf by:
Name
Vivian Liban
Designation
Vice President - Business Development/Corporate Information Officer
Bankard, Inc.BKD