This is with reference to Disclosure Notice No. DN00046-2022 dated April 1, 2022 regarding Globalport 900, Inc.’s (“PORT” or the “Company”) non-compliance with the requirements under the Amended Rule on Minimum Public Ownership of the Exchange (the “Amended MPO Rule”) and the continued trading suspension implemented on PORT’s shares pursuant to the Amended MPO Rule.
As previously disclosed in Company Report Nos. CR01599-2022 and CR01600-2022 both dated April 1, 2022 relating to PORT’s Public Ownership Report (“POR”) for the months ended January 31, 2022 and February 28, 2022, the Company’s reported public ownership percentage then was 8.46%.
In Company Report No. CR01599-2022 dated April 1, 2022, the Company stated that:
“On 04 January 2022, the Company issued 600 shares to the incoming directors. From 01 January 2022 and up to the date of the Special Stockholders' Meeting on 12 January 2022, the public float of the Company is 9.99%.
The reduction in public float was due to the election on 12 January 2022 of Mr. Sherwin L. Mendiola as a director who owns 1.53% of the issued and outstanding shares of the Company, which are now treated as non-public shares.”
Subsequently, the Company filed its PSE Disclosure Form 4-11 - Change in Number of Issued and Outstanding Shares, under Company Announcement No. C02172-2022 dated April 1, 2022, which reported, in part, that the change in the issued and outstanding common shares is to reflect the issuance of the following shares (collectively, the ‘Subject Shares’):
1. 168,749,100 common shares, which is part of the original subscription of Sultan 900 Capital, Inc. when the Corporation increased its authorized capital stock in 2012;
2. 10,000,000 common shares subscribed to by Sultan 900 Capital, Inc. in 2019; and
3. 600 common shares in January 2022 to the newly-elected directors.
The Company further stated, in part, that “the change in the public float are due to: and 2) the election as director of a stockholder owning 1.53% of the issued and outstanding shares, which are now treated as non-public shares.”
In view of the above-mentioned issuances, the Company’s public ownership level fell below the 10% prescribed minimum percentage. Pursuant to the Amended MPO Rule, listed companies which become non-compliant with the prescribed minimum public ownership “shall be suspended from trading for a period of not more than six (6) months and shall be automatically delisted if it remains non-compliant with the MPO after the lapse of the suspension period.”
In relation thereto and to address the MPO issue, PORT, in a disclosure under Company Announcement No. C04310-2022 dated June 10, 2022, reported that:
1. As previously disclosed, the Company’s Board of Directors approved on April 20, 2022 the issuance of 335,000 common shares (the “Subject Shares”) to Mr. Chris Ryan R. Cruz (the “Subscriber”), an existing unrelated and public stockholder of the Company, out of the unissued portion of the authorized capital stock of PORT;
2. On April 22, 2022, the Company and the Subscriber executed a Subscription Agreement in relation to the issuance of the Subject Shares. PORT’s Stock Transfer Agent recorded the transaction and issuance of the Subject Shares on April 27, 2022; and
3. With the issuance of the Subject Shares and the previous resignation of Mr. Sherwin L. Mendiola as director, PORT’s public float increased to 10.00008%.
Further, as disclosed in PORT’s POR under Company Report No. CR04006-2022 dated June 10, 2022, PORT’s public ownership is now 10.00%.
Given the Company’s compliance with the requirements under the Amended MPO Rule, PORT shares will no longer be automatically delisted on July 4, 2022. However, due to PORT’s continued non-compliance with the Exchange’s structured reportorial requirements, the trading of PORT shares will remain suspended until further notice.
For your information and guidance. |
NOTICE