CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Oct 7, 2022
2. SEC Identification Number
PW-998
3. BIR Tax Identification No.
000-410-269-000
4. Exact name of issuer as specified in its charter
MACAY HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
137 Yakal Street, San Antonio Village, Makati CityPostal Code1203
8. Issuer's telephone number, including area code
+632-8893-0733
9. Former name or former address, if changed since last report
n/a
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARE
1,068,393,223
11. Indicate the item numbers reported herein
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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.
Macay Holdings, Inc.MACAY
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Acquisition by MACAY Holdings, Inc. (“MACAY”) of RC Global Beverages, Inc. (“RCGBI”)
Background/Description of the Disclosure
The Board of Directors of MACAY approved on September 6, 2022 the acquisition by MACAY of RCGBI from RC Global Ventures, Inc. (“Seller”). RCGBI is a corporation organized under the laws of the British Virgin Islands. It is 100% beneficially owned (through the Seller) by Mazy’s Capital Inc. (“Mazy’s”), a majority shareholder of MACAY.
The acquisition is subject to the execution of a Share Purchase Agreement (“SPA”) and closing under the SPA.
Date of Approval by Board of Directors
Sep 6, 2022
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
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Date of Approval by Relevant Regulatory Agency
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The acquisition by MACAY of RCGBI provides MACAY a global platform and foreign currency revenues in addition to the current peso revenues from its local operations. It also provides geographic and political/country risk diversification to MACAY. The acquisition is also immediately financially accretive to MACAY and will strengthen the Food & Beverage investments portfolio of MACAY.
RCGBI is an asset- and capital-light business and its growth will not require heavy capital commitments from its parent company.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
Macay, or its assigns, will acquire 100% of the voting and controlling interest in RCGBI. The transaction is subject to the fulfillment of agreed closing conditions. The acquisition will be through a share purchase transaction and it is expected to close not earlier than 1 month from the execution of the agreement. Payment will be at closing upon signing of the instrument of transfer.
The acquisition is subject to the execution of a Share Purchase Agreement.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
RC Gobal Ventures Inc.
Holding Company
Both MACAY and RCGBI are beneficially owned by Mazy’s Capital Inc.
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
MACAY, or its assigns, will purchase 1 share representing 100% voting and controlling interest of RCGBI for the purchase price of US Dollar 21.4 million in cash
Basis upon which the amount of consideration or value of the transaction was determined
Valuation was based on discounted cash flow and relative valuation analysis. The agreed purchase price of the transaction is based on negotiations between parties.
The number of shares to be acquired
1
Ratio/percentage to total outstanding capital stock
100
Terms of payment
Cash payment upon signing of the instrument of transfer, subject to adjustments.
Conditions precedent to closing of the transaction, if any
The transaction is subject to the fulfilment of agreed closing conditions, including continued accuracy of representations and warranties.
Description of the company subject of the transaction
Nature and business
RCGBI holds the global licensing rights to RC Cola and associated brands in over 100 countries (excluding US, Mexico and Canada). It also develops flavors and provides concentrates for customers in different countries.
Discussion of major projects and investments
Expand the business across other territories and the introduction of new brands/products
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
In addition to providing geographic and political/country risk diversification to MACAY, this acquisition will enhance synergies between MACAY, Philippine Bottler of RC Cola, and RCGBI, as trademark owner and supplier of concentrates.
Other Relevant Information
Attached are information from RCGBI:
1. Memorandum and Articles of Association 2. Certificate of Incumbency 3. Unaudited Consolidated Financial Statements as of 2021
Macay Holdings, Inc.MACAY