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 17, 2021
2. SEC Identification Number
147584
3. BIR Tax Identification No.
002-727-376-000
4. Exact name of issuer as specified in its charter
Premiere Horizon Alliance Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 1705, East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig CityPostal Code1605
8. Issuer's telephone number, including area code
(02) 8632 - 7715
9. Former name or former address, if changed since last report
Not Applicable
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 STOCK P 0.25 PAR VALUE.
5,096,541,496
11. Indicate the item numbers reported herein
Item No. 9 Other Item
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.
Premiere Horizon Alliance CorporationPHA
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
Premiere Horizon Agrees to Acquire 33% of SquidPay Technology for Php561 Million
Background/Description of the Disclosure
In a Special Meeting of the Board of Directors of Premiere Horizon Alliance Corporation (PHA) on November 17, 2021, the Board led by Chairman Augusto M. Cosio, approved the acquisition of thirty-three percent (33%) of SquidPay Technology Inc. (SPT) for Php561 million equivalent to two hundred sixty-four million (264 million) existing and outstanding shares of SPT owned by the group led by Mr. Marvin Dela Cruz. The acquisition will give SPT a Php1.7B Pre-Money Equity Value. The price is within the range of values in the valuation report prepared by KPMG, which values SPT up to Php3 billion. The acquisition is in line with PHA’s direction of investing in the Fintech space.
PHA will be entitled to three (3) out of the seven (7) Board of Directors’ seats in SPT. PHA and Mr. Marvin Dela Cruz shall also jointly nominate the Chairman of the Board of SPT as well as the Executive Committee Chairman, President, CEO, CFO, and Treasurer.
The funding will come from the Php625 million subscription payable by the group led by Mr. Marvin Dela Cruz in accordance with the Memorandum of Agreement with PHA dated October 29, 2020.
The execution timeline will be subject to the requisite government regulatory approvals.
The Board also accepted the resignation of Ms. Elisa May Arboleda-Cuevas as Independent Director of PHA and approved the designation of Mr. Felipe A. Judan as the Chairman of the Corporate Governance Committee to replace Ms. Cuevas.
The Board likewise authorized, subject to stockholders’ approval, the increase of the authorized capital stock from Php 1,500,000,000.00 divided into 6 billion common shares with a par value of Php 0.25 per share, to up to Php 2,500,000,000.00 divided into 10 billion common shares with a par value of Php 0.25 per share.
Other Relevant Information
None.
Filed on behalf by:
Name
Raul Ma. Anonas
Designation
Executive Vice President, Chief Operating Officer, Chief Information Officer (CIO) and SEC Compliance Officer