C05101-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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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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DigiCo acquires 10% minority interest in CIS Bayad Center, Inc. (“Bayad”). |
Background/Description of the Disclosure |
On July 31, 2024, DigiCo, formally known as Limitless Growth Ventures Inc., acquired 56,105 common shares of Bayad from Corporate Information Solutions, Inc. (“CIS”). The Board of Directors of DigiCo approved the acquisition on July 19, 2024. |
Date of Approval by Board of Directors |
Jul 19, 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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DigiCo’s acquisition of Bayad will enable DigiCo to leverage its expertise and resources to support Bayad’s growth trajectory 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”). DigiCo is 60%-owned by PLDT, 20%-owned by Meralco, and 20%-owned by MPIC. The acquisition makes available an additional payment gateway for the use of DigiCo, a subsidiary of PLDT. |
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 corporation duly organized under Philippine laws and with office address at G/F, Business Solutions Center Meralco Complex, Ortigas Avenue, Pasig City. It has developed an outsourced bills payment collection service in the Philippines, aggregating a multitude of billers into a robust system that is now being used by leading establishments and electronic money institutions across the country. Formerly known as Bayad Center, a fintech subsidiary of Meralco, it continues to innovate the industry and offer a whole suite of financial products and services available to both consumers and businesses. |
Number of shares to be acquired or disposed | 56,105 |
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Percentage to the total outstanding shares of the company subject of the transaction | 10 |
Price per share | P5,703.59 |
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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Corporate Information Solutions, Inc. | CIS is a company controlled by Meralco. DigiCo and CIS do not have common directors or officers. The Chairman of CIS is Atty. Ray C. Espinosa, who is a director of PLDT. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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None. |
Other Relevant Information |
None. |
Name | Kristine Mariz De Claro |
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Designation | Associate Attorney |