C02330-2025 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Stock | 724,004,114 |
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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Sale of Italpinas Development Corporation’s (the “Corporation”) Shares in Constellation Energy Corporation |
Background/Description of the Disclosure |
This transaction involves the sale of Five Million (5,000,000) shares (the “Shares”) of Constellation Energy Corporation (“CEC”) with a par value of PhP 0.50 per share, and an aggregate par value of Two Million Five Hundred Thousand Pesos PhP 2,500,000, for a total consideration of PhP6,500,000.00. |
Date of Approval by Board of Directors |
Apr 4, 2025 |
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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 purchase of the sale of the CEC shares |
Date | Apr 4, 2025 |
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Manner |
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The sale of the shares of CEC will be done through the execution of a Deed of Assignment of Shares between IDC and CEC. The Corporation shall be selling Five Million (5,000,000) shares of CEC for a total consideration of PhP6,500,000.00. |
Description of the company to be acquired or sold |
The sale of the entire shareholdings of the Corporation in CEC. |
Number of shares to be acquired or disposed | 5,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 25 |
Price per share | .50 |
Nature and amount of consideration given or received |
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The Corporation shall be selling Five Million (5,000,000) shares of CEC for a total consideration of PhP6,500,000.00. |
Principle followed in determining the amount of consideration |
The transaction price was calculated according to the audited book value of CEC as of December 31, 2023, as well as the market price of CEC’s real estate assets. |
Terms of payment |
The terms of the payment will be a one-time payment to be made simultaneously with the signing of the Deed of Assignment of Shares. |
Conditions precedent to closing of the transaction, if any |
None |
Any other salient terms |
N/A |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Romolo Nati | Chairman | |
Jose D. Leviste III | President | |
Giuseppe Garofalo | Director | |
Calvin Ryan O. Coherco | Director | |
Benjamin Tan Co | Director | |
Christine P. Base | Independent Director | |
Jose G. Araullo | Independent Director | |
Melchor C. Guerrero | Independent Director | |
Alfonso L. Salcedo | Independent Director |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The sale of our minority stake in Constellation Energy allows IDC to fully focus on our core real estate business. It streamlines and simplifies financial reporting, and eliminates exposure to non-core performance. |
Other Relevant Information |
N/A |
Name | Mary Ann Lopez |
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Designation | VP FOR FINANCE & ADMIN |