This is with reference to EasyCall Communications Philippines, Inc.’s (“ECP” or the “Company”) disclosures under Company Announcement Nos. C08133-2021 and C08134-2021 both dated December 3, 2021.
In Company Announcement No. C08133-2021 dated December 3, 2021, the Company stated that:
“At the regular meeting held on 2021 December 02, the Board of Directors unanimously approved the following:
1. The acquisition of 1,000,000 shares of Transnational E-Business Solutions, Inc. (‘TESI’) based on the book value of TESI as of 2021 June 30 interim audited financial statement in the amount of P162,925,694.00 or P162.925694 per share, resulting in ECP acquiring 100% of TESI. TESI is engaged in the business of Information Technology (IT) services, including software development, software as a service, and information technology outsourcing, among others. The acquisition of TESI will further enhance the products and service offerings of ECP as a technology company. TESI is owned 50% by Transnational Diversified Corporation (‘TDC’) and 50% by TDG Ventures, Inc. (‘TVI’). ECP is 88.03% owned by TVI while TVI is 88.24% owned by TDC. A related parties transaction report will be filed by ECP once the sale transaction is concluded which is scheduled early next year.
2. To obtain bank loans and/or shareholder advances of up to P200 million in order to fund the acquisition, CAPEX and for general corporate purposes.”
After a review of the disclosure submitted by the Company, the Exchange deems that the foregoing transaction is covered by the Rule on Disclosure for Substantial Acquisitions and Reverse Takeovers, under Section 5, Article VII of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Substantial Acquisition Rule”).
In compliance with the said rule, the Company has submitted the required comprehensive corporate disclosure relating to the above-mentioned acquisition. Please refer to Company Announcement No. C08134-2021 dated December 3, 2021 for the Company’s PSE Disclosure Form 5-1 - Substantial Acquisitions containing the details of the said transaction.
In order to give the investing public sufficient time to digest the material information disclosed by the Company, the Exchange will implement a one (1) hour trading halt on ECP’s shares today, December 3, 2021.
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NOTICE