C05100-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 1,127,098,705 | |
Debt Securities (Bonds in Billion PhP) | 2.87 |
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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Corporate Information Solutions, Inc. Completes Sale of its Share Interest in Bayad |
Background/Description of the Disclosure |
Following our disclosure on July 29, 2024 that Corporate Information Solutions, Inc. (“CIS”) a wholly owned subsidiary of Manila Electric Company which owns a 95% share in CIS Bayad Center, Inc. (“Bayad”), has agreed to sell 10% of its share interest in Bayad to Digico, we would like to confirm that the Digico completed the acquisition of 56,105 common shares of Bayad (the “Sale Shares”) for a consideration amount of PhP320,000,000.00 on July 31, 2024 following completion of the closing conditions. The sale of the Sale Shares was approved by the Board of Directors of CIS and Bayad on July 16, 2024. |
Date of Approval by Board of Directors |
Jul 16, 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 expertise and resources of Digico will be leveraged to support the growth trajectory of Bayad while exploring and unlocking synergies in the companies led by Mr. Manuel V. Pangilinan, such as PLDT Inc. (PLDT), Manila Electric Company (Meralco), and Metro Pacific Investments Corporation (MPIC). |
Date | Jul 31, 2024 |
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Manner |
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Please refer to “Background/Description of the Disclosure”. |
Description of the company to be acquired or sold |
Bayad is a subsidiary of Manila Electric Company through its wholly owned subsidiary, Corporate Information Solutions, Inc. It is a corporation duly organized under Philippine laws with office address at the Business Solutions Center, Meralco Complex, Ortigas Avenue, Barangay Ugong, Pasig City. It is a bills payment provider which serves more than 800 utility, financial, and various billers with a network of more than 104,000 touchpoints worldwide. |
Number of shares to be acquired or disposed | 56,105 common shares |
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Percentage to the total outstanding shares of the company subject of the transaction | 10% |
Price per share | PhP5703.59 per share |
Nature and amount of consideration given or received |
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The total purchase price is PhP320,000,000.00. |
Principle followed in determining the amount of consideration |
The purchase price is based on Bayad’s business valuation using financial projections and future cash flows at 10% of its total issued and outstanding capital stock. |
Terms of payment |
The total purchase price was paid on July 31, 2024. |
Conditions precedent to closing of the transaction, if any |
The closing of the transaction occurred on July 31, 2024 upon the fulfillment of closing conditions that are customary in transactions of a similar nature including, but not limited to, the following: (a) completion of due diligence review; (b) procurement of internal corporate approvals; and (c) execution of definitive agreements. |
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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Dgico, formerly Limitless Growth Ventures, Inc. | CIS, the seller, and the Digico, the buyer doe not have common directors or officers. The Chairman of Digico is Mr. Manuel V. Pangilinan, who is also the Chairman of Manila Electric Company. Mr. Victorico P. Vargas, who is the President and COO of Digico, is a director of Manila Electric Company. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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None |
Other Relevant Information |
None. |
Name | Jocelyn Villar-Altamira |
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Designation | Senior Assistant Vice President and Head, Corporate Governance and Compliance |