SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
- 1. Date of Report (Date of earliest event reported)
- Oct 11, 2024
- 2. SEC Identification Number
- 16342
- 3. BIR Tax Identification No.
- 000-169-020-000
- 4. Exact name of issuer as specified in its charter
- SM Investments Corporation
- 5. Province, country or other jurisdiction of incorporation
- Philippines
- 6. Industry Classification Code(SEC Use Only)
- 7. Address of principal office
- 10th Floor, OneE-com Center, Harbour Drive, Mall of Asia Complex, Pasay City Postal Code 1300
- 8. Issuer's telephone number, including area code
- (632) 8857-0100
- 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 1,222,023,358 - 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.
SM Investments CorporationSM
PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
|---|
Property-for-Share Swap |
| Background/Description of the Disclosure |
During the regular meeting of the Board of Directors of SM Investments Corporation (SMIC) held on 7 August 2024, the Board approved the property-for-share swap of SMIC with Intercontinental Development Corporation (ICDC), a nearly wholly-owned subsidiary of SMIC, involving conveyance to SMIC by ICDC of land in Susana Heights, Muntinlupa City (the Properties) in exchange for new common shares of SMIC (the Transaction), subject to approval and confirmation of valuation by the Securities and Exchange Commission (SEC). |
| Date of Approval by Board of Directors |
Aug 7, 2024 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction | |
|---|---|
In accordance with applicable Securities and Exchange Commission (SEC) rules and regulations, the respective Boards of Directors of the SMIC and ICDC deemed it necessary and advisable to enter into the Transaction for optimal utilization and development of the Properties and to align with their respective broader business strategies. |
| Date | Oct 4, 2024 |
|---|
| Description of the Transaction |
|---|
Acquisition by SMIC of approximately 261 hectares of land owned by ICDC in Susana Heights, Muntinlupa City in exchange for 7,039,562 common shares of SMIC (the Subject Shares), subject to regulatory approvals. |
| Manner |
Property-for-share swap |
| Description of the assets involved |
The assets for acquisition comprise approximately one hundred eighty-four (184) hectares of land owned by ICDC in Susana Heights, Muntinlupa City. |
| Nature and amount of consideration given or received |
|---|
The Properties are valued at approximately Php6,200,000,000.00 in exchange for the Subject Shares at an exchange price of Php880.7366 per share. |
| Principle followed in determining the amount of consideration |
The transfer value of the Properties is based on an agreed and negotiated valuation between SMIC and ICDC. |
| Terms of payment |
The Properties shall be transferred by ICDC to SMIC via a property-for-share swap, subject to regulatory approvals. Upon completion of all closing conditions, the new SMIC shares will be issued to ICDC. |
| Conditions precedent to closing of the transaction, if any |
The Transaction is subject to approval and confirmation of valuation by the Securities and Exchange Commission. |
| Any other salient terms |
N/A |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| Intercontinental Development Corporation | ICDC is a subsidiary of SMIC, which owns 96.75% of ICDC; Mr. Franklin C. Gomez and Atty. Arthur A. Sy, who are ICDC directors, are officers of SMIC. |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
SMIC will increase its real estate assets through the acquisition of the Properties and issue new SMIC shares as consideration. There is no material effect on the business, financial condition and operations of SMIC as a result of the acquisition. |
| Other Relevant Information |
Earlier disclosure is being updated to include transactional information and reflect the filing with SEC of the request for a confirmation of valuation of the Properties and confirmation of exemption from registration of securities. |
| Source(s) of funds |
|---|
Shares of SMIC to be issued out of its authorized and unissued capital stock. |
| If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes |
N/A |
| Name | Elmer Serrano |
|---|---|
| Designation | Corporate Secretary |