C01857-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 5,259,201,283 |
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.
Subject of the Disclosure |
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Signing of the Deeds of Absolute Sale of Shares covering BPI’s shareholdings in GoTyme Bank Corporation (“GoTyme Bank”) in favor of GoTyme Financial Pte Ltd. and Giga Investment Holdings Pte. Ltd., respectively. |
Background/Description of the Disclosure |
On 20 March 2024, the Board of Directors of BPI approved the sale of its 752,056,290 common shares, representing all of its stake in GoTyme Bank, to GoTyme Financial Pte Ltd. (744,099,587 common shares) and Giga Investment Holdings Pte. Ltd., (7,956,703 common shares), respectively, at Php1.20 per share, subject to BSP approval. The shares of BPI in GoTyme Bank were acquired by BPI pursuant to the merger between BPI and Robinsons Bank Corporation (“RBank”) with BPI as the surviving bank. |
Date of Approval by Board of Directors |
Mar 20, 2024 |
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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 sale is intended to address any potential conflict of interest created by the significant overlap in and similarity of product offerings of GoTyme Bank and BPI. |
Date | Apr 1, 2024 |
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Manner |
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Sale in exchange for cash |
Description of the company to be acquired or sold |
GoTyme Bank is a joint venture of Tyme Investments Pte. Ltd. with members of the JG Summit Group and Robinsons Retail Holdings, Inc. and is one of the six banks with a digital banking license from the Banko Sentral ng Pilipinas. The subject of the sale is the 752,056,290 common shares held by BPI in Gotyme Bank, which comprise approximately 15% of the outstanding capital stock of GoTyme Bank and which were acquired by BPI as the successor-in-interest of RBank upon the effectivity of the merger between BPI and RBank. |
Number of shares to be acquired or disposed | 752,056,290 |
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Percentage to the total outstanding shares of the company subject of the transaction | 15 |
Price per share | Php 1.20 per share |
Nature and amount of consideration given or received |
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Cash in the total amount of approximately Php902.47 million |
Principle followed in determining the amount of consideration |
The parties determined the selling price based on negotiations. |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
N/A |
Any other salient terms |
N/A |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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After the sale, BPI will have no shareholdings in GoTyme Bank. |
Other Relevant Information |
This disclosure is made to reflect the approval of the Board of Directors on 20 March 2024 and the signing of the Deeds of Absolute Sale today, 01 April 2024. |
Name | Maria Lourdes Gatmaytan |
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Designation | Corporate Secretary |