C05570-2022 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Stock Outstanding (Current) | 2,035,640,949 |
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Subject of the Disclosure |
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ICTSI to acquire majority ownership in a multi-purpose terminal in Lamongan Regency, East Java, Indonesia |
Background/Description of the Disclosure |
ICTSI signed on July 27, 2022 a Conditional Share Subscription and Purchase Agreement with Indo Port Holding Pte Ltd. and Eastlog Holding Pte Ltd to acquire majority ownership in PT East Java Development which has the concession rights, with 47 years remaining in its concession, to operate a multi-purpose terminal located in Lamongan Regency, East Java, Indonesia |
Date of Approval by Board of Directors |
Jul 27, 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 purchase will increase ICTSI’s footprint within the growing APAC (Asia Pacific) region and provide further service offerings to its global and local customers. |
Date | TBA |
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Manner |
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Share purchase through the execution of a Conditional Share Subscription and Purchase Agreement |
Description of the company to be acquired or sold |
PT East Java Development is an Indonesian company with registered office at Gedung Menara Sudirman, Lt 18 C, Jalan Jendral Sudirman Kav. 60, Jakarta 12190, Indonesia. The company has the concession rights, with 47 remaining years in its concession, to operate a multi-purpose terminal located in Lamongan Regency, East Java, Indonesia |
Number of shares to be acquired or disposed | 1,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 66.7 |
Price per share | US$46.5 per share |
Nature and amount of consideration given or received |
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US$46,500,000.00 |
Principle followed in determining the amount of consideration |
The amount of the consideration was negotiated and determined based on a discounted cash flow method. |
Terms of payment |
The purchase price will be paid in cash in multiple tranches over the next year. |
Conditions precedent to closing of the transaction, if any |
The usual conditions precedents (to closing) applicable in this kind of transaction. |
Any other salient terms |
None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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This transaction is expected to generate synergies and value-accretive returns for ICTSI’s shareholders. |
Other Relevant Information |
None |
Name | Arthur Tabuena |
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Designation | Treasury Director and Head of Investor Relations |