C01790-2022 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 619,703,615 | |
Preferred B Series 1 Shares | 20,000,000 | |
Preferred B Series 2 Shares | 30,000,000 | |
Voting Preferred Shares | 200,000,000 |
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Subject of the Disclosure |
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Ayala Corporation (AC) signs investment agreement with Prime Asset Ventures, Inc. (PAVI) of the Villar Group for the sale of AC’s 100% ownership stake in MCX Project Company, Inc. (MCXPCI) |
Background/Description of the Disclosure |
AC signs an investment agreement with PAVI of the Villar Group for the sale of AC’s 100% ownership stake in MCXPCI. MCXPCI is the special purpose corporation that will hold the Concession Assets, Rights and Obligations under the Concession Agreement for the Muntinlupa-Cavite Expressway (MCX) Project. |
Date of Approval by Board of Directors |
Dec 10, 2021 |
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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 sale of MCXPCI is aligned with Ayala’s strategic priority to realize value from certain non-core assets and sharpen its focus on the continued expansion of its core businesses in real estate, banking, telecommunications, and power, and scaling up its emerging businesses in healthcare and logistics. In addition, the transaction supports Ayala’s target to raise US$1 billion from value realization initiatives by 2023, which is executed through a combination of strategic partnerships and divestment of certain non-core assets. The proceeds will be used to fund future investments and further strengthen the company’s balance sheet. |
Date | Dec 6, 2021 |
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Manner |
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Secondary sale of shares and redemption of preferred shares held by AC in MCXPCI |
Description of the company to be acquired or sold |
MCXPCI is a 100%-owned entity by AC incorporated for the purpose of holding the concession assets, rights and obligations under MCX Project Concession Agreement (MCX CA), which AC entered into in 2012. |
Number of shares to be acquired or disposed | 3,272,686,373 |
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Percentage to the total outstanding shares of the company subject of the transaction | 100 |
Price per share | Less than 10% of AC's total equity |
Nature and amount of consideration given or received |
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Cash, P3,800,000,000 |
Principle followed in determining the amount of consideration |
Discounted Cash Flow Valuation |
Terms of payment |
A consideration of Php 3.8 billion shall be paid to AC in two tranches: |
Conditions precedent to closing of the transaction, if any |
Financial close of the transaction is subject to securing consents of the DPWH for: |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Prime Asset Ventures, Inc. | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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None |
Other Relevant Information |
None |
Name | Celeste Jovenir |
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Designation | Investor Relations Head |