DN00087-2024

NOTICE

Subject PLC - Order to Delist
Background

This is with reference to the Petition for Voluntary Delisting (the “Petition”) filed by Premium Leisure Corp. (“PLC” or the “Corporation”).

As disclosed by the Corporation under Company Announcement No. C01350-2024 dated March 11, 2024, PLC was informed of the approval by Belle Corporation’s (“BEL”) Board of Directors for the conduct of a tender offer of PLC shares in connection with the voluntary delisting of PLC. The same were approved by the Corporation’s stockholders as disclosed under Company Announcement No. C02382-2024 dated April 22, 2024. Further, PLC stated under Company Announcement No. CR03017-2024 dated May 7, 2024, PLC reported that with the completion of the tender offer, BEL’s resulting shareholdings is 31,077,096,566 common shares or 99.55% of the total outstanding capital stock of PLC. This resulted in PLC’s public float falling below the prescribed minimum percentage requirement.

As announced in PSE Memorandum TPA - No. 2024-0023 dated May 6, 2024 and Disclosure Notice No. DN00042-2024 dated May 7, 2024, the Exchange implemented a trading suspension on the shares of PLC effective May 7, 2024, following the completion of the tender offer which caused the Corporation’s public float to fall below the 10% minimum public ownership level required under the Amended Rule on Minimum Public Ownership of the Exchange.

Please be advised that the Exchange approved the Petition filed by the Corporation effective on July 9, 2024. Please refer to the attached announcement under PSE Memorandum CN - No. 2024-0033 dated June 28, 2023 regarding the matter.

Name of Listed Company Premium Leisure Corp.
Details of the Security/(ies) to be Delisted
Type of Security Stock Symbol
Common PLC
Effective Date of Delisting Jul 9, 2024
Reason for Delisting

As announced in the Corporation’s tender offer under Company Announcement No. CR03017-2024 dated May 7, 2024, PLC disclosed that:

“. . . . The tender offer was conducted by Belle for the purpose of the voluntary delisting of PLC shares from the Main Board of The Philippine Stock Exchange, Inc. (PSE), with Belle as proponent. Based on PLC’s outstanding capital stock, a total of 6,312,026,669 common shares were subject of the tender offer (the Tender Offer Shares). The Tender Offer Shares was computed by deducting the shares owned by Belle and 7 shares for the 7 directors of PLC from PLC’s total outstanding capital stock.

On the same date, the Board of Directors of PLC subsequently approved the Voluntary Delisting of PLC, subject to the successful completion of the intended tender offer by Belle, compliance with other requirements of the PSE for voluntary delisting, and applicable regulations of the Securities and Exchange Commission (SEC).”

Other Relevant Information

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Reference(s)

PSE Memorandum CN-No. 2024-0033 dated July 1, 2024

Filed on behalf by:
Name Norberto Moreno Jr.
Designation Disclosure Department