C08135-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 150,000,000 |
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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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 |
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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 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. |
Date | Dec 26, 2024 |
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Manner |
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Upon the execution of the Deed of Absolute Sale of Shares of Stock on 2024 December 26, TVI paid ECP the 25% of the sale price with the balance to be paid on or before 2025 June 30. |
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. |
Number of shares to be acquired or disposed | 22,085,697 |
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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 |
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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 |
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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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 |
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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 |
Please see the attached updated SEC Form 17C to reflect the date and manner of disposition of ePI shares. |
Name | John Dave Loria |
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Designation | Assistant Manager for Regulatory Affairs |