C07925-2024

SECURITIES AND EXCHANGE COMMISSIONSEC 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)
Dec 16, 2024
2. SEC Identification Number
168736
3. BIR Tax Identification No.
000-586-363-000
4. Exact name of issuer as specified in its charter
EasyCall Communications Philippines, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
TDG in.hub Building, AFPRSBS Industrial Park, Km. 12 East Service Road corner C-5, Western Bicutan, Taguig City Postal Code 1630
8. Issuer's telephone number, including area code
+632 8830 8888
9. Former name or former address, if changed since last report
The Penthouse, Four/NEO (formerly Net Quad) Bldg., 4th Avenue corner 30th Street, E-Square Crescent Park West, Bonifacio Global City, Taguig City
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 150,000,000
11. Indicate the item numbers reported herein
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.

EasyCall Communications Philippines, Inc.ECP

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Disposition of shares in EPerformax International, Inc. (“ePI”)

Background/Description of the Disclosure

As approved by the Board of Directors during the Regular Board of Directors’ Meeting and 2025 Business Plan Presentation held on 2024 December 13, EasyCall Communications Philippines, Inc. (“ECP”) will execute with TDG Ventures, Inc. (“TVI”) a share sale agreement for ECP’s ePI shares.

Date of Approval by
Board of Directors
Dec 13, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The decision of ECP to sell all its ePI shares to TVI, considering that it only has a 3.8% stake in ePI, is part of ECP’s strategic direction to prioritize its core operating business areas and management believes that the cash flow generated from this transaction may provide further cash resources to support current and potential future expansion in core strategic operating areas or other priority cash requirements.

The selling price is based on its carrying value as stated in its latest Audited Consolidated Financial Statements dated 2023 December 31 of PHP 44,933,843, which is more than double the acquisition price of roughly PHP 19.2 million.

Details of the acquisition or disposition
Date TBA
Manner

TBA

Description of the company to be acquired or sold

ePI is a holding company with operating companies primarily engaged in the business of Business Process Outsourcing (BPO) Services particularly contact center operations.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 22,085,697
Percentage to the total outstanding shares of the company subject of the transaction 3.8%
Price per share PHP 2.0345223
Nature and amount of consideration given or received

Cash settlement through bank transfer in the amount of PHP 44,933,843

Principle followed in determining the amount of consideration

Agreement between the parties.

Terms of payment

25% payment upon execution of Share Sale Agreement with the balance on or before 2025 June 30.

Conditions precedent to closing of the transaction, if any

TBA

Any other salient terms

None

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
TDG Ventures, Inc. (TVI) TVI is a domestic corporation, which owns 82.65% of the outstanding capital stock of ECP while ECP owns 11.76% of TVI. TVI also owns 44.86% of ePI. TVI, ePI and ECP have certain directors and officers in common.
Effect(s) on the business, financial condition and operations of the Issuer, if any

This transaction would generate cash proceeds for the issuer. Cash generated would be less than 10% of the Consolidated Total Assets of the Issuer based on its 2023 December 31 Audited Consolidated Financial Statement. Therefore, this transaction would not have a material impact on the Issuer based on % of Assets.

Other Relevant Information

None

Filed on behalf by:
Name John Dave Loria
Designation Assistant Manager for Regulatory Affairs