9. Former name or former address, if changed since last report
-
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
Common
3,159,292,441
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.
MEDCO Holdings, Inc.MED
PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Change in Control of Issuer
Background/Description of the Disclosure
Millennium Empire Holdings, Ltd. ("MEHL"), a company that owns 100% of Bonham Strand Investments Ltd. ("BSIL") which, in turn, owns 2,201,421,241 common shares of MEDCO Holdings, Inc. (“MED”), or approximately 69.68% of the total outstanding capital stock of MED, was acquired by Winter Dragon Limited ("WDL") pursuant to a Share Purchase Agreement executed on 29 July 2024. As a result of WDL's acquisition of MEHL, WDL indirectly holds 69.68% of MED’s total issued and outstanding shares.
Rationale for the transaction
WDL seeks to expand their investments in Southeast Asia.
Description of the transaction
MEHL and WDL executed a Share Purchase Agreement on 29 July 2024, detailing the acquisition by WDL of 2,201,421,241 common shares of MED through MEHL, resulting in WDL indirectly holding 69.68% of MED’s total issued and outstanding shares.
Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer
Name
Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
Winter Dragon Limited
None
Identity of the person(s)/entity(ies) from whom control was assumed
Name
Number of Shares
% to Total Number of Outstanding Shares
Tay Yew Beng Peter
2,201,421,241
69.68
Details of the transaction
Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control
2,201,421,241
Percentage to total number of shares of voting securities
69.68
Amount and source of consideration used by such person(s)/entity(ies)
USD1,560,000 from the internal resources of WDL
Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters
No such arrangement at present.
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents
None
The interest which directors of the parties have in the proposed transaction
None
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders
The Board of Directors of WDL approved on 29 July 2024 the conduct of a tender offer of all outstanding shares of MED, except those owned by WDL, Citivest Asia Limited, and the members of the Board of Directors and the officers of MED, in accordance with the SRC, subject to its terms and conditions.
Effects on the following
Ownership structure
Principal Shareholders
Before
After
Number of shares
%
Number of shares
%
Bonham Strand Investments Ltd.
2,201,421,241
69.68
2,201,421,241
69.68
Citivest Asia Limited
322,314,874
10.2
322,314,874
10.2
Capital structure
Issued Shares
Type of Security/Stock Symbol
Before
After
Common
3,159,292,441
3,159,292,441
Outstanding Shares
Type of Security/Stock Symbol
Before
After
Common
3,159,292,441
3,159,292,441
Treasury Shares
Type of Security/Stock Symbol
Before
After
-
-
-
Listed Shares
Type of Security/Stock Symbol
Before
After
Common
700,000,000
700,000,000
Effect(s) on the public float, if any
None
Effect(s) on foreign ownership level, if any
None
Other Relevant Information
Beneficial owner of WDL - Vasanta Master Fund Pte. Ltd. Beneficial owner of MEHL - Winter Dragon Limited, after acquisition as of 29 July 2024; Tay Yew Beng Peter, prior to the acquisition Beneficial owner of BSIL - Winter Dragon Limited, after acquisition as of 29 July 2024