C02666-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 1,821,542,000 |
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Subject of the Disclosure |
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Subscription by the Company to shares in Precos, Inc. |
Background/Description of the Disclosure |
Solid Group Inc. will subscribe to Eight Million (8,000,000) new Class A shares of Precos, Inc., a wholly owned subsidiary, at a price equivalent to the par value of Php70.00 per share or a total subscription price of Five Hundred Sixty Million Pesos (Php560,000,000.00). |
Date of Approval by Board of Directors |
Apr 13, 2023 |
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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 subscription will be used by Precos, Inc. as additional funds for its ongoing mega logistics project in Calamba City, Laguna. |
Date | TBA |
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Manner |
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Subscription to new Class A shares of Precos Inc. pending the increase in authorized capital stock to P2,086,000,000.00 is approved by SEC. |
Description of the company to be acquired or sold |
Precos, Inc. is a wholly owned subsidiary of the Company. It is engaged in real estate and related businesses. |
Number of shares to be acquired or disposed | 8,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 35.27 |
Price per share | 70 |
Nature and amount of consideration given or received |
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Total subscription price of Five Hundred Sixty Million pesos (Php560,000,000.00) |
Principle followed in determining the amount of consideration |
Subscription at par value for the 8,000,000 new Class A shares |
Terms of payment |
The amount of P560,000,000.00 will be paid in cash |
Conditions precedent to closing of the transaction, if any |
Subject to the necessary regulatory approvals of SEC for the subscription of unissued shares. |
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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Precos Inc. | Precos, Inc. is a wholly owned subsidiary of Solid Group Inc. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Additional investment in a subsidiary |
Other Relevant Information |
The figure under "percentage to the total outstanding shares of the company subject of the transaction" assumes that SEC will approve Precos Inc.'s application for subscription of the unissued authorized capital stock of Precos Inc. |
Name | Mellina Corpuz |
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Designation | SVP & Chief Accounting Officer |