C07904-2024 |
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Subject of the Disclosure |
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Aquisition of Shares of Bhavana Properties, Inc. ("Bhavana") |
Background/Description of the Disclosure |
Subscription by the Corporation to 270,000 preferred shares of Bhavana Properties, Inc. (Bhavana) which have a par value of PhP1.00 per share, at the subscription price of Php100.00 per share, or the total amount of PhP27,000,000.00. These shares shall be issued from Bhavana’s authorized capital stock upon full payment of the subscription price on 13 December 2024. |
Date of Approval by Board of Directors |
Dec 11, 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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Bhavana will leverage on the additional equity to fund its working capital requirements while ensuring compliance with all its financial covenants. |
Date | Dec 13, 2024 |
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Manner |
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The acquisition is by way of subscription to preferred shares. |
Description of the company to be acquired or sold |
Bhavana is a majority-owned subsidiary of the Corporation which is presently developing Lucima, the first and only premiere, multi-certified, sustainable high-rise development located in Cebu Business Park at the Corner of Samar Loop Road and Ayala, Hipodromo, Cebu City |
Number of shares to be acquired or disposed | 270,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 1.08 |
Price per share | Php100.00 |
Nature and amount of consideration given or received |
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Php27,000,000.00 to be paid in cash. |
Principle followed in determining the amount of consideration |
The consideration was determined based on the net asset value of Bhavana. |
Terms of payment |
The total consideration will be paid not later than 13 December 2024. |
Conditions precedent to closing of the transaction, if any |
None. |
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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Bhavana Properties, Inc. | 60% owned by the Corporation |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The Corporation will remain compliant with all its financial covenants. |
Other Relevant Information |
Attached is the SEC Form 17-C. The disclosure was amended to reflect that the foregoing acquisition of shares closed today. |
Name | Margeline Hidalgo |
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Designation | Assistant Corporate Secretary and Legal Counsel |