C07532-2024

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SFA Semicon Philippines CorporationSSP

PSE Disclosure Form DLR-1 - Voluntary Delisting References: Rules on Voluntary Delisting

Subject of the Disclosure

Completion of the Tender Offer in Support of the Voluntary Delisting of SFA Semicon Philippines Corporation (the “Company”)

Background/Description of the Disclosure

In relation to the Petition for Voluntary Delisting (the “Petition”) of the Company submitted on October 11, 2024, and in addition to the various public disclosures already made by the Company through The Philippine Stock Exchange, Inc. (“PSE”) EDGE portal, this disclosure is to formally provide, in connection with the Petition, a notice of the successful completion of the tender offer (the “Tender Offer”) conducted by SFA Semicon Co. Ltd. (the “Bidder”), in support of the Company’s application for voluntary delisting.

The Tender Offer commenced at 9:30 a.m. on October 14, 2024, and ended at 3:00 p.m. on November 12, 2024 (the “Tender Offer Period”). During the Tender Offer Period, a total of 192,772,951 common shares, which represent approximately 9.43% of the Company’s total issued and outstanding shares, were validly tendered to and accepted by the Bidder (“Tendered Shares”). The Tendered Shares were crossed through the PSE on November 21, 2024, upon approval by the PSE of a special block sale of the Tendered Shares, with settlement occurring on November 22, 2024. The Tendered Shares were purchased by the Bidder at the Tender Offer Price of PhP2.22, for a total consideration of PhP427,955,951.22.

Following the Tender Offer and the execution and settlement of the special block sale in respect of the Tendered Shares, the Bidder now beneficially owns 2,033,037,060 common shares (including the five common shares registered in the names of its nominee directors, which the Bidder beneficially owns). Thus, the Bidder’s shareholding has increased from 89.98% to approximately 99.41% of the total issued and outstanding capital stock of the Company as a result of the Tender Offer. Accordingly, the Bidder’s resulting shareholding has exceeded the threshold required to complete the voluntary delisting.

Stock Symbol(s) of Affected Securities SSP
Date of Approval by Board of Directors Aug 21, 2024
Reason/Purpose of the Voluntary Delisting

As set out in previous disclosures, the Bidder intends to voluntarily delist the Company from the Main Board of the PSE after completion of the Tender Offer. Following completion of the Tender Offer, and subject to the approval of the PSE, all of the issued and outstanding Common Shares of the Company will be delisted from and will no longer be available for trading on the PSE.

The following are the key reasons behind the intended delisting:

(i) The Bidder believes that the Voluntary Delisting will expedite the decision-making process of the Company and will allow it to be more flexible in the implementation of corporate activities, thereby
continuing to develop and maintain the Company’s competitiveness; and

(ii) Considering the weak share price performance and the low trading volume of the Company’s
Common Shares in the market, the Tender Offer, which is required to be able to do the Voluntary
Delisting, could give the Company’s public stockholders a reasonable exit opportunity.

Person(s) Proposing the Delisting

SFA Semicon Co. Ltd. (the “Bidder”)

Proposed Date of Delisting Dec 12, 2024
Other Relevant Information

Please see the attached transmittal letter regarding the petition previously filed on October 11, 2024, and the results of the Tender Offer filed on November 21, 2024.

Filed on behalf by:
Name Caroline Sicat
Designation Treasurer/Assistant Corporate Secretary