This is with reference to Disclosure Notice No. DN00101-2020 dated September 21, 2020 regarding the suspension of trading of the shares of Xurpas Inc. (“X” or the “Company”).
On September 21 2020, the Exchange implemented a suspension on the trading of X shares and required the Company to submit a full and comprehensive disclosure, and provide the Exchange with copies of the relevant documents, pertaining to the details, business impact, and material implications of the following transaction/s on the Company and its financial condition, among others:
1. The subscription by Frederick Manlunas, Benjamin Paul Bustamante Santos, James Buckly Jordan, Wavemaker Partners V, LP and Wavemaker US Fund Holdings, LLC. (collectively, the “Wavemaker Partners”) to 1,707,001,019 Xurpas common shares equivalent to 47.68% of the outstanding shares of Xurpas, at the price of Php0.10 per share, or a total transaction value of Php170,700,101.90; and
2. The Company’s purchase of 100% of Wavemaker Group Inc. (“Wavemaker Group”) which has legal, beneficial, and economic interests in several management entities.
Further, as announced in Disclosure Notice No. DN00106-2020 dated October 16, 2020, the Exchange deemed the foregoing transactions covered by the Exchange’s Rules on Backdoor Listing. Said determination is anchored on the series of transactions effectively resulting to an acquisition by a listed company (i.e., Xurpas) of an unlisted company (i.e., Wavemaker Group and its related entities) and the purchase by the Wavemaker Partners of Xurpas shares resulting to a substantial change in Xurpas’ voting structure, among others. In view of said determination and as communicated to the Company, the Company will have to comply with certain regulatory and legal requirements for the benefit of the investing public and all stakeholders before the Exchange allows the resumption of the trading of the Company’s shares in the market.
On December 22, 2021, in its disclosure under Company Announcement No. C08614-2021 dated December 22, 2021, the Company reported that:
“On December 22, 2021, Xurpas Inc. (the ‘Company’) received a written notification from Frederick Manlunas of the Wavemaker Group terminating the Subscription Agreement, Stock Purchase Agreement, and such other agreements executed with the Company on September 20, 2020 due to failure to Close the transaction by December 31, 2020.
Accordingly, no Xurpas shares were issued in favor of the subscribers. Moreover, Xurpas did not receive any Wavemaker Shares in Wavemaker Group Inc. pursuant to the Stock Purchase Agreement.
The Company's Board also accepted the termination notice furnished by Wavemaker Group and has no objection to the foregoing.”
Further, in its disclosure under Company Announcement No. C00078-2022 dated January 7, 2022, the Company provided additional information in relation to the termination of the agreements with the Wavemaker Group.
Given the Company’s disclosures and representations, the Exchange has resolved to lift the trading suspension effective January 17, 2022. This is, however, without prejudice to any action that may be undertaken by the Exchange pursuant to its rules, in connection with any event and circumstance and/or any related matter that may hereafter be made known to the Exchange.
Further, considering that the trading of the Company’s shares was suspended since September 21, 2020, the static threshold (trading band) on the price of X shares will be lifted upon the resumption of trading of the Company’s shares on January 17, 2022, in accordance with Article VII, Section 6 of the Revised Trading Rules of the Exchange.
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