C06909-2022 |
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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Sale of shares of Hijo International Port Services, Inc. (HIPSI) by ICTSI wholly owned subsidiary |
Background/Description of the Disclosure |
Earlier today, a wholly owned ICTSI subsidiary, Abbotsford Holdings, Inc. (AHI), confirmed that AHI received an acceptable bank guarantee to cover the balance payment under the Share Purchase Agreement (SPA) it entered into with Hijo Resources Corporation (HRC). In the SPA, AHI sold to HRC 162,500 shares (or 65%) of HIPSI for a total consideration of Php325,000,000.00. After the sale, AHI will no longer be a shareholder in HIPSI. |
Date of Approval by Board of Directors |
Sep 12, 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 expected market for HIPSI did not materialize. |
Date | Sep 12, 2022 |
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Manner |
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Sale of shares |
Description of the company to be acquired or sold |
Hijo International Port Services, Inc. (HIPSI) operates a private commercial port in Barangay Madaum, Tagum, Davao del Norte in the Gulf of Davao, Philippines. |
Number of shares to be acquired or disposed | 162,500 |
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Percentage to the total outstanding shares of the company subject of the transaction | 65 |
Price per share | Php2,000.00 |
Nature and amount of consideration given or received |
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Php325,000,000.00 |
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 |
Initial payment of Php95,000,000.00, and the balance in multiple tranches over the next eight (8) quarters, supported by a bank guarantee. |
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. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Hijo Resources Corporation | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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None |
Other Relevant Information |
- |
Name | Arthur Tabuena |
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Designation | Treasury Director and Head of Investor Relations |