Due to the applicability of the Revised Rules on Backdoor Listing (the “Revised Backdoor Listing Rules”), the trading of Asiabest Group International Inc. (“ABG” or the “Company”) shares was suspended on December 16, 2024. Please refer to Disclosure Notice No. DN00177-2024 posted on even date. Given that there are pending requirements that the Company needs to comply with pursuant to the Revised Backdoor Listing Rules, the trading of ABG shares will remain suspended until further notice.
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)
Jan 6, 2025
2. SEC Identification Number
42543
3. BIR Tax Identification No.
000-196-724
4. Exact name of issuer as specified in its charter
ASIABEST GROUP INTERNATIONAL INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8F Chatham House, 116 Valero St. Salcedo Village Makati CityPostal Code-
8. Issuer's telephone number, including area code
88443819
9. Former name or former address, if changed since last report
-
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 Stock: P1.00 par value
300,000,000
11. Indicate the item numbers reported herein
No. 9 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.
Asiabest Group International Inc.ABG
PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor ListingReference: Rules on Backdoor Listing
Subject of the Disclosure
Comprehensive Corporate Disclosure regarding the execution of a Share Purchase Agreement between Tiger Resort Asia Limited (“TRAL”) and PremiumLands Corp. (“PLC” or the “Buyer”) on December 5, 2024
Background/Description of the Disclosure
On December 5, 2024, ABG received information that TRAL, its major stockholder, entered into a Share Purchase Agreement (“SPA”) with PLC for the sale of 200,000,000 common shares of Asiabest Group International, Inc. (“ABG”) equivalent to 66.67% of the total issued and outstanding capital stock of ABG (the “Transaction”). PLC is part of and represents a consortium which includes Industry Holdings and Development Corporation (“IHDC”).
In compliance with the Exchange's letter dated December 16, 2024 stating that the Transaction is covered by the Exchange's Revised Rules on Backdoor Listing, ABG is submitting this Corporate Comprehensive Disclosure to appropriately apprise the trading participants and the investing public of the Transaction.
Note: There was no board and stockholder approval made by the ABG's Board of Directors and stockholders on the matter, hence, the date indicated in this disclosure reflects the date that the information was received by ABG from it's parent company, TRAL, which was on December 5, 2024.
Date of Approval by Board of Directors
Dec 5, 2024
Date of Approval by Stockholders
TBA
Other Relevant Regulatory Agency, if applicable
none
Date of Approval by Relevant Regulatory Agency
N/A
Date of Approval by Securities and Exchange Commission, if applicable
N/A
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable
On December 5, 2024, a SPA was executed between TRAL and PLC for the sale and purchase of 200,000,000 common shares of ABG (“Sale Shares”) equivalent to 66.67% of the total issued and outstanding capital stock of ABG.
Subject to the fulfillment of Closing Conditions, TRAL agreed to sell to the Buyer, and the Buyer agreed to purchase the Sale Shares not later than 60 calendar days from the signing of the SPA or such other date as may be mutually agreed upon by the parties (“Closing Date”).
The Buyer shall conduct a Tender Offer to be completed prior to Closing Date. The Closing Conditions are hereto attached as Annex "A". This disclosure shall be amended to include the Deed of Absolute Sale of Shares of the Sale Shares upon execution on Closing Date.
Likewise, the Buyer shall initiate and pursue at least one follow-on offering to be conducted by ABG within one (1) year from closing or completion of the Transaction.
The reason/purpose of the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction
The transaction will enable the Buyer to obtain 2/3 majority/control of ABG. The purpose of the transaction is for the Buyer to acquire a listed platform, ABG, where they can infuse and consolidate their respective assets and businesses in order to create an end-to-end infrastructure business group in the Philippines that has the whole ecosystem of the industry.
By acquiring control and ownership of ABG, the Buyer will have the authority to execute the planned asset infusion and consolidation into ABG, which will result in the listed issuer, ABG, transitioning from a dormant shell company into a holding company with subsidiaries that operate and generate recurring and ongoing revenue and income.
As of date, the impact of the Transaction on ABG has yet to be quantified and should any matter that merit disclosure arises in the future, the Buyers will promptly provide notification of those matters.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis
The total consideration to be paid by the Buyer for the sale and purchase of the Sale Shares as agreed shall be Php510,400,000.00 or approximately Php2.552 per share.
The sale shall be effected via a special block sale through the Philippine Stock Exchange at Closing Date while the payment shall be through direct settlement between TRAL and Buyer on Closing Date.
The basis upon which the consideration or the issue value was determined
The consideration was agreed between the Parties as a reasonable value for the Sale Shares taking into account, among others, ABG's Net Asset Value and fair price for the Sale Shares.
For cash considerations, the detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project
At the current time, ABG has not yet pursued any business activities.
Should the sale of the Sale Shares proceed and subject to corporate approvals, the business plans of the Buyer, which include the infusion and consolidation of the Buyer’s respective assets and businesses in ABG in order to create an end-to-end infrastructure group in the Philippines, shall be implemented and timely disclosed.
ABG will remain a holding company but the Buyer plan to infuse and consolidated their interests in related entities operating in the infrastructure industry that work together to create synergies and competitive advantages for the group. The value proposition of the Buyer working as a group is the vertically integrated nature of their organization that begins with raw materials extraction and processing on one end and finished products on the other end.
The Buyer’s proposed business plan for ABG shall be separated into two (2) major stages, namely:
1. The acquisition of Kabalayan Housing Corp. (“Kabalayan”), a wholly-owned subsidiary of PLC, and the initial infusion of several land assets located in different provinces into Kabalayan to be used for the operationalization and development of PLC’s Kabalayan Mass Housing Projects; and
2. The consolidation of the following interests and operating subsidiaries of IHDC involved in manufacturing, logistics and construction with ABG: a. Concrete Stone Corp. b. Industry Movers Corp. c. Minority interest in EEI Corporation
The indicative timetable for the completion of the first stage or the PLC/Kabalayan stage, is on or before the end of 3rd quarter of 2025 subject to securing necessary regulatory approvals.
The indicative timetable for the completion of the second stage or the IHDC consolidation stage, is on or before the 2nd quarter of 2026 subject to securing necessary regulatory approvals.
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business
At the current time, ABG has not yet pursued any business activities.
Should the sale of the Sale Shares proceed and subject to corporate approvals, the business plans of the Buyer, which include the infusion and consolidation of the Buyer’s respective assets and businesses in ABG in order to create an end-to-end infrastructure group in the Philippines, shall be implemented and timely disclosed.
ABG will remain a holding company but the Buyer plan to infuse and consolidated their interests in related entities operating in the infrastructure industry that work together to create synergies and competitive advantages for the group. The value proposition of the Buyer working as a group is the vertically integrated nature of their organization that begins with raw materials extraction and processing on one end and finished products on the other end.
The Buyer’s proposed business plan for ABG shall be separated into two (2) major stages, namely:
1. The acquisition of Kabalayan Housing Corp. (“Kabalayan”), a wholly-owned subsidiary of PLC, and the initial infusion of several land assets located in different provinces into Kabalayan to be used for the operationalization and development of PLC’s Kabalayan Mass Housing Projects; and
2. The consolidation of the following interests and operating subsidiaries of IHDC involved in manufacturing, logistics and construction with ABG: a. Concrete Stone Corp. b. Industry Movers Corp. c. Minority interest in EEI Corporation
The indicative timetable for the completion of the first stage or the PLC/Kabalayan stage, is on or before the end of 3rd quarter of 2025 subject to securing necessary regulatory approvals.
The indicative timetable for the completion of the second stage or the IHDC consolidation stage, is on or before the 2nd quarter of 2026 subject to securing necessary regulatory approvals.
Effects in the listed company before and after the transaction on the following:
Increase in authorized capital stock
From
600,000,000 common shares with par value of P1.00 per share
To
600,000,000 common shares with par value of P1.00 per share
Nature of business
From
Since its incorporation and registration with the Securities and Exchange Commission on October 23, 1970, Asiabest Group International Inc. (ABG) has operated as an investment holding company and shall remain as such but will eventually have operating subsidiary companies which will form its end-to-end infrastructure group with a primary goal to deal and engage in real and personal property of all types and descriptions.
To
The Corporation will remain a holding company but will eventually have operating subsidiary companies which will form its end-to-end infrastructure group.
Corporate Name
From
Asiabest Group International Inc.
To
Asiabest Group International Inc.
Board of Directors
Name
(Regular or Independent)
TBA
*The current Directors will be replaced upon Closing of the Transaction.
Principal Officers
Name
Position/Designation
TBA
*The current Officers will be replaced upon Closing of the Transaction.
Ownership structure
Principal Shareholders
Before
After
Number of shares
%
Number of shares
%
Tiger Resorts Asia Limited
200,000,000
66.67
0
0
PremiumLands Corp.
0
0
150,000,000
50
Industry Holdings and Development Corp.
0
0
50,000,000
16.67
Public Float
99,968,600
33.32
99,999,100
33.33
Directors and Officers
31,400
0
900
0
Capital structure
Issued Shares
Type of Security /Stock Symbol
Before
After
Common Share/ ABG
300,000,000
300,000,000
Outstanding Shares
Type of Security /Stock Symbol
Before
After
Common Share/ ABG
300,000,000
300,000,000
Treasury Shares
Type of Security /Stock Symbol
Before
After
Common Share/ ABG
0
0
Listed Shares
Type of Security /Stock Symbol
Before
After
Common Share/ ABG
298,848,944
298,848,944
Effect(s) on the public float, if any
The resulting public float, if the block sale pushes through on Closing Date without changes to the current shareholder structure, remains the same at around 33.33%.
Effect(s) on foreign ownership level, if any
Foreign Ownership level will change from 71.89% to 5.22%
Additional information on the unlisted company
Nature and business
PLC is a real estate company registered in the Philippines engaged in land banking and real estate developments across the country.
IHDC is a holding company registered in the Philippines with interests in manufacturing and raw material processing, construction and logistics.
Discussion of major projects and investments
PLC pioneers prime real estate developments across the country such as PMI Tower, a 21-storey mixed-use building in Makati City, Market Mall, a 9-storey mixed use commercial building and hotel in Ormoc City and Mondrian Building, a 6-storey mixed-use building in Makati.
Future developments include Siargao Marina and Coron Marina which are set to transform the economic landscape in the region. It likewise has interests in entities engaged in the Palanas Shipyard located in Eastern Visayas which harnesses state-of-the-art marine airbag technology to craft high-quality ships distinguished by innovating designs.
PLC is currently focusing its efforts on the development of its mass housing projects under the Kabalayan brand where it would like to demonstrate the economic viability of its business model that utilizes modular precast technology to deliver affordable housing units at a profitable price point and executed in a shorter period of time over a large scale. PLC is currently actively performing land banking and permitting activities that will enable the implementation and execution of its mass housing projects.
PLC has conducted studies on the sizable unserved demand for affordable housing units in the Philippines and proposes to meet this demand through its own development efforts and partnerships with construction technology providers and suppliers including those under the umbrella of IHDC.
IHDC and its subsidiaries are involved in manufacturing and raw material processing, construction and logistics.
For manufacturing, IHDC through Concrete Stone Corp. (CSC) is engaged in the manufacturing and supply of construction solution materials such as precast, aggregates and cement and has an existing high volume manufacturing plant in Bataan that sources materials from crusher sites in various locations nationwide.
CSC is also the primary supplier and technology provider of modular precast materials to PLC.
For logistics, IHDC through Industry Movers Corp. (IMC) has an existing fleet of vessels that provide maritime logistics and delivery. IMC shall also be involved in the transportation of CSC’s modular precast materials from Bataan to several Kabalayan projects sites of PLC.
For construction, IHDC through its affiliate, EEI Corporation (EEI), is involved in infrastructure projects that require precast cement materials. Last June 2024, EEI and CSC signed a partnership agreement for the supply of precast concrete products and requirements for multiple infrastructure projects nationwide. EEI has business interests in construction and engineering services, with expertise in the construction of infrastructure, buildings, and industrial and electromechanical facilities.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate
% Ownership
Land Exploration Resources Corp. (Subsidiary of PLC)
100%
Mega Boulder Exploration and Resources Corp. (Subsidiary of PLC)
The interest which the directors of the parties to the transaction have in the transaction
None of the current directors of ABG have any interest in the transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders
The Buyer shall conduct a Tender Offer to be completed prior to Closing Date. Likewise, the Buyer shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by ABG within one (1) year from closing or completion of the Transaction. There will be no change in the registration statement of ABG, the Company shall remain a holding company with real estate portfolio.
Other Relevant Information
For more details of the companies involved herein, please see the attached Articles of Incorporation, By Laws, General Information Sheets, and Audited Financial Statements of PLC (Annex “B”) and IHDC (Annex “C”).
Asiabest Group International Inc.ABG