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)
Apr 22, 2015
2. SEC Identification Number
12397
3. BIR Tax Identification No.
321-000-107-026
4. Exact name of issuer as specified in its charter
Phinma Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Phinma Plaza, 39 Plaza Drive, Rockwell Center, Makati City, PhilippinesPostal Code1210
8. Issuer's telephone number, including area code
632 8700 100
9. Former name or former address, if changed since last report
Not applicable
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
260,031,608
Audited consolidated liabilities (in thousands)
3,120,632
11. Indicate the item numbers reported herein
Item 2
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.
Phinma CorporationPHN
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
Purchase of shares
Background/Description of the Disclosure
Purchase of shares equivalent to 56.83 % interest in Southwestern University.
Date of Approval by Board of Directors
Apr 22, 2015
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
Not applicable
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 investment of PHINMA Corporation in Southwestern University will strengthen its position in the education industry. SWU is a strong education brand in the Visayas and Mindanao with a long tradition of excellence particularly in medicine and the allied health sciences, PHINMA Corporation will build on this tradition of the Aznar family, SWU's founders, and will expand the University's reach and reputation.
With the addition of SWU, the enrollment of PHINMA Education's schools will grow by 10, 000 students to 47,000 students and will consequently increase Phinma Education's revenues and bottom line. The Cebu location likewise gives PHINMA presence in one of the country's major education centers, expanding its physical reach and influence. The investment also represents PHINMA's entry into the mid-income education market.
The transition from a family run company to becoming a part of a national conglomerate will help protect the legacy of the family and ensure SWU's future by becoming a professionally run institution with the goals of improving operational efficiencies, achieving economies of scale, and further improving the quality of education.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
It involves the acquisition of shares from existing shareholders representing 56.83% in SWU.
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
Various individuals and corporations
Various
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
Total purchase price is Php 1.9 B
Basis upon which the amount of consideration or value of the transaction was determined
The purchase price takes into account various factors such as the number of enrollees, brand value, and the appraised values of properties registered under the name of the school. The properties include the Sacred Heart Hospital and 240 hectares of land in Cebu.
The number of shares to be acquired
17,201 shares
Ratio/percentage to total outstanding capital stock
56.83
Terms of payment
PHN fully paid for 12,065 shares today, 22 April 2015, and is expected to pay 3,214 shares tomorrow, 23 April 2015. The balance of 1,922 shares will be paid upon submission of required deliverables.
Conditions precedent to closing of the transaction, if any
Submission of required deliverables such as stock certificates and deed of sale of shares representing at least 50 % interest in SWU.
Description of the company subject of the transaction
Nature and business
Southwestern University was incorporated on 4 April 1951. It was primarily formed to establish, organize, manage and conduct schools and educational institution under the control and supervision of the Commission on Higher Education subject to its rules and regulations. It also operates a hospital and medical center known as the Sacred Heart Hospital.
Discussion of major projects and investments
The priority tasks upon acquisition will be the upgrading of the facilities and laboratories, improving operational efficiencies , and marketing the school. PHINMA will also push SWU to move aggressively on the senior high school market, an opportunity arising from the Department of Education's K to 12 initiative.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
See rationale above.
Other Relevant Information
The acquisition will be funded by internal funds and a loan of up to Php 1.5 billion. The report has been amended to delete stock symbol "PHN" under Capital Structure - Authorized capital stock and Subscribed shares. Also, have attached Southwestern Unversity Audited Financial Statements for FY 2013.
Phinma CorporationPHN