Please note that Guidance Note 10 on the Interpretation of the Rule on Additional Listing of Shares for a Placing and Subscription Transaction provides for the requirements for a placing and subscription transaction which the Company must comply with.
SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
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)
Sep 29, 2023
2. SEC Identification Number
A1999-04864
3. BIR Tax Identification No.
204-636-102
4. Exact name of issuer as specified in its charter
Bloomberry Resorts Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
The Executive Office, Solaire Resort & Casino, 1 Asean Avenue, Entertainment City, Barangay Tambo, Parañaque CityPostal Code1701
8. Issuer's telephone number, including area code
+632 88838920
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
Unclassified Shares
10,871,368,194
11. Indicate the item numbers reported herein
Item (9) Other Events
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.
Bloomberry Resorts CorporationBLOOM
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Placing and subscription transaction by Bloomberry Resorts Corporation (“BLOOM”) and one of its controlling shareholders Quasar Holdings, Inc. (“Quasar”).
Background/Description of the Disclosure
The Board of Directors of Bloomberry Resorts Corporation in a resolution dated 28 September 2023, authorized an equity fund raising through a placing and subscription transaction subject generally to market conditions (the “Transaction”).
The first part of the Transaction (the “Offer”) is the offer and sale of shares with par value of Php1.00 per share of BLOOM (the “Shares”) by Quasar Holdings, Inc., one of BLOOM’s controlling shareholders, of up to 559,000,000 shares of BLOOM at an Offer Price of Php10.00 per share, to investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, and in the Philippines to qualified buyers in transactions that will not require registration under the Securities Regulation Code, as amended.
The second part of the Transaction concurrently upon the completion of the Offer, is the subscription by Quasar, and the issuance by BLOOM to Quasar, of new shares, from the authorized but unissued shares of stock of BLOOM, in the same number and at the same price as the shares sold in the Offer. The listing of such new shares will be applied for as soon as practicable.
The conduct of an equity fund raising by way of a placing and subscription transaction allows BLOOM to raise equity funds in a most expeditious and efficient manner, with the least cost to BLOOM. The Transaction is also intended to strengthen and broaden the capital base of BLOOM, as well as to promote a wider dispersion of the Shares to a broad spectrum of institutional investors.