This is with reference to ABS-CBN Corporation’s (“ABS” or the “Company”) disclosure under Company Announcement No. C06151-2022 dated August 11, 2022.
In the said disclosure, the Company stated that:
“The Board of Directors of ABS-CBN Corporation (‘ABS-CBN’) approved today the subscription by ABS-CBN to 6,459,393 common shares of TV5 Network, Inc. (‘TV5’) representing 34.99% of the outstanding capital stock of TV5 for an aggregate subscription price of P2.16 billion.
The Board also approved the subscription by ABS-CBN to a convertible note to be issued by TV5 in the principal amount of P1.84 billion. The convertible note is convertible, subject to obtaining applicable regulatory approvals, into 5,500,448 additional common shares of TV5 after eight years from its issuance. In the event that the convertible notes are converted, ABS-CBN will own not more than 49.92% of the outstanding capital stock of TV5.
ABS-CBN and TV5 also executed today an Investment Agreement for such subscription to shares and a Convertible Note Agreement for the issuance of the convertible notes.
. . . .”
After a review of the disclosure submitted by the Company, the Exchange deems that the foregoing transaction is covered by the Rule on Disclosure for Substantial Acquisitions and Reverse Takeovers, under Section 5, Article VII of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Substantial Acquisition Rule”).
In compliance with the Substantial Acquisition Rule, the Company has submitted the required comprehensive corporate disclosure relating to the above-mentioned acquisition. Please refer to Company Announcement No. C06151-2022 dated August 11, 2022 for the Company’s PSE Disclosure Form 5-1 - Substantial Acquisitions containing the details of the said transaction.
In order to give the investing public sufficient time to digest the material information disclosed by ABS, the Exchange implemented a one (1) hour trading halt on the Company’s shares and the Philippine Deposit Receipts issued by ABS-CBN Holdings Corporation (“ABSP”) today, August 11, 2022.
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