C04304-2022 |
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.
Subject of the Disclosure |
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Acquisition of 68% of the outstanding common shares of Piccadilly Premier Land, Inc. (“Piccadilly”) by 8990 Holdings, Inc. (“8990”) |
Background/Description of the Disclosure |
On 09 June 2022, 8990 entered into an Investment Agreement with Piccadilly, RDAK Land, Inc. (“RDAK”), Acrissor Development Corporation (“Acrissor”), and certain individuals for the acquisition by 8990 of 68% of the outstanding common shares of Piccadilly, with the understanding that RDAK and Acrissor will also sell identified assets and liabilities to Piccadilly. |
Date of Approval by Board of Directors |
Jun 8, 2022 |
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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 transaction is expected to broaden 8990's reach in property development by investing in a company with existing portfolio of affordable-priced projects. |
Date | Jun 9, 2022 |
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Manner |
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8990 entered into an Investment Agreement for its acquisition 994,160 common shares, representing an aggregate of 68% of the issued and outstanding capital stock of Piccadilly, for an aggregate consideration of Php88,275,504.26 with the following sellers: |
Description of the company to be acquired or sold |
Piccadilly is a corporation organized and existing under the laws of the Philippines, which has successfully developed affordable-priced projects in Cebu City. |
Number of shares to be acquired or disposed | 994,160 |
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Percentage to the total outstanding shares of the company subject of the transaction | 68 |
Price per share | 88.79 |
Nature and amount of consideration given or received |
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Php 88,275,504.26 in cash |
Principle followed in determining the amount of consideration |
Th amount was determined taking into consideration the agreed-upon valuation of Piccadilly together with identified assets and liabilities of RDAK and Acrissor as of March 15, 2022. |
Terms of payment |
i. The amount of The amount of Php44,137,752.13 or50% of the total purchase price shall be payable upon execution of the Investment Agreement. |
Conditions precedent to closing of the transaction, if any |
i. The confirmatory due diligence in respect of Piccadilly having been completed to the satisfaction of 8990; |
Any other salient terms |
None. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The transaction is expected to expand 8990's footprint in property development. |
Other Relevant Information |
Please find attached the relevant SEC Form 17-C regarding the acquisition. |
Name | Maureen Christine Lizarondo |
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Designation | Account User |