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)
Feb 28, 2025
2. SEC Identification Number
808
3. BIR Tax Identification No.
000-162-935
4. Exact name of issuer as specified in its charter
Dito CME Holdings Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
0284034007
9. Former name or former address, if changed since last report
N/A
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
19,535,000,000
11. Indicate the item numbers reported herein
Item 9
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.
DITO CME Holdings Corp.DITO
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Subscription Framework Agreement
Background/Description of the Disclosure
Pursuant to the previous shareholders’ approvals on 05 July 2023 and 31 July 2024, the Board of Directors of the Corporation approved a resolution authorizing the Corporation to sign and execute a Subscription Framework Agreement for the potential investment by Summit Telco Corporation Pte. Ltd. (“Summit Telco”). For this purpose, the Board authorized the Corporation’s Chairman, Dennis A. Uy, and its President, Donald Patrick L. Lim, to fix, negotiate, finalize the terms of the investment, final amounts thereof, timing and tranches of the subscriptions, and other terms, and to sign necessary agreements for the investment, including subscription agreements. In this regard, the Corporation executed a Subscription Framework Agreement for Summit Telco to subscribe in up to 9 billion primary common shares of the Corporation, subject to the execution of subscription agreements containing the terms and conditions of the relevant subscription and share issuance.
Summit Telco is an existing shareholder of the Corporation. It is a corporation organized under Singapore laws.
The implementation of Summit Telco’s potential investment under the Subscription Framework Agreement, along with other equity raising efforts,forms part of the Company’s business plan to improve its equity position as previously disclosed.
The investment is subject to compliance with Philippine regulatory requirements such as requirements of the Securities and Exchange Commission and the Philippine Stock Exchange.
Other Relevant Information
Please see attached SEC Form 17-C.
Amended disclosure to state that, on 27 February 2025, the Corporation has received an email notice from the Philippine Competition Commission (PCC) clearing the transaction. The Corporation has yet to receive the official certification regarding the clearance from the PCC.