C06852-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 624,436,133 | |
Convertible Preferred | 309,471,601 |
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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Cebu Air, Inc. (“CEB”) has entered into an agreement with 1Aviation Groundhandling Services, Corp. (“1AV”) to facilitate a debt-to-equity conversion. |
Background/Description of the Disclosure |
CEB has signed a Deed of Assignment of Credit and Subscription with 1AV for the assignment of credit and subscription to One Million One Hundred Thirty Thousand (1,130,000) shares, each with a par value of One Hundred Pesos (Php 100) per share, amounting to a total of One Hundred Thirteen Million Pesos (Php 113,000,000). The subscription of additional shares arose from the agreement of the 1AV stockholders to convert certain shareholder loans and advances into equity/common stock (the "Debt-to-Equity Conversion"). |
Date of Approval by Board of Directors |
Oct 29, 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 Debt-to-Equity Conversion arises from certain loans and advances extended by the stockholders to 1AV in the total amount One Hundred Fifty Million Pesos (Php 150,000,000). All parties agreed to convert the same into equity, with CEB’s debt portion at One Hundred Thirteen Million Pesos (Php 113,000,000). As a result, CEB will acquire a 60% ownership stake in 1AV, while also strengthening 1AV’s financial position by reducing its liabilities. |
Date | Oct 29, 2024 |
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Manner |
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Assignment of credit and additional subscription to the shares of 1AV. |
Description of the company to be acquired or sold |
1AV is one of the leading providers of ground handling services in the Philippines. Founded in March 01, 2018, 1AV is currently present in 34 airports across the Philippines with 6,224 employees, and continues to expand its operations supporting the country's largest airline and other international carrier. |
Number of shares to be acquired or disposed | 1,130,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | 100 |
Nature and amount of consideration given or received |
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A portion of the CEB loans and advances in the amount of One Hundred Thirteen Million Pesos (PHP113,000,000) will be converted into 1AV equity by the issuance of an equivalent number of Common Stock. |
Principle followed in determining the amount of consideration |
Subscription at par value |
Terms of payment |
Conversion of debt into equity |
Conditions precedent to closing of the transaction, if any |
This is subject to the necessary approval by the SEC for the application of the debt-to-equity conversion. |
Any other salient terms |
None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The Debt-to-Equity Conversion will reduce 1AV's debt and improve its financial health. At the same time, CEB will increase its equity ownership in 1AV, strengthening its management influence to enable it to more effectively integrate 1AV's services with its operations, to reduce its operational costs while improving its service quality. |
Other Relevant Information |
The other shareholders, Philippine Airport Ground Support Solutions, Inc. (“PAGSS”) and Mr. Jefferson G. Cheng ("JGC"), have both agreed to convert their outstanding loans in 1AV, amounting to PHP 34,225,000 from JGC and PHP 2,775,000 from PAGSS, respectively, or a total of PHP 37,000,000, into equity through the issuance of 370,000 common shares. As a result of this conversion, PAGSS and JGC will collectively hold a 40% ownership interest in 1AV. |
Name | Anne Romadine Tieng |
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Designation | General Counsel and Corporate Secretary |