C08253-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 7,520,983,658 |
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Subject of the Disclosure |
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Additional Capital Infusion in Subsidiary |
Background/Description of the Disclosure |
We wish to advise the Exchange that, during its meeting held on November 17, 2023, the Board of Directors of JG Summit Holdings, Inc. (JGS) approved the proposal to infuse additional capital of up to Php11 billion into its wholly-owned subsidiary, JG Summit Olefins Corporation (JGSOC). This infusion is primarily intended to pay off JGSOC maturing obligations and to support its operations. |
Date of Approval by Board of Directors |
Nov 17, 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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JGSOC will use the funds to pay off its expansion project obligations and to support its operations during a period of declining market demand and rising input costs |
Date | TBA |
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Manner |
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JGS will subscribe to additional shares of JGSOC which will be issued out of existing unissued shares |
Description of the company to be acquired or sold |
JGSOC is a wholly owned subsidiary of JGS engaged in acquiring, designing, constructing, erecting, assembling, rehabilitating, expanding, commissioning, operating and maintaining a naphtha cracker plant and related facilities for the production of products such as polymer grade ethylene, polymer grade propylene, pyrolysis gasoline, mixed C4, pyrolysis fuel oil and other products and their by-products; to sell such products and by-products to any person or entity through markets, by trading, exportation or by contract; to administer conserve and manage the products and by-products generated by the plant, owned by the Corporation, or by a third party; to invest in or acquire corporations or entities engaged in any of the foregoing activities. |
Number of shares to be acquired or disposed | 1,673,014,607 |
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Percentage to the total outstanding shares of the company subject of the transaction | 20.73 |
Price per share | 6.57 |
Nature and amount of consideration given or received |
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Cash infusion in the amount of 11 billion pesos in exchange of 1,673,014,607 shares of JGSOC |
Principle followed in determining the amount of consideration |
Funding needs based on JGSOC’s estimated operational requirements |
Terms of payment |
One time cash infusion |
Conditions precedent to closing of the transaction, if any |
N/A |
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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JG Summit Olefins Corporation | Wholly-owned subsidiary |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The additional capital infusion will improve the JGSOC's financial liquidity position |
Other Relevant Information |
Please see the attached JGS SEC Form 17-C Current Report. |
Name | Maria Celia Fernandez-Estavillo |
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Designation | Senior Vice President, General Counsel and Corporate Secretary |