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)
Mar 8, 2016
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
Xurpas Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre Building 108 Tordesillas St., Salcedo Village, Makati CityPostal Code1227
8. Issuer's telephone number, including area code
(632)889-6467
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 Shares
1,720,000,660
11. Indicate the item numbers reported herein
Item 2
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.
Xurpas Inc.X
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Acquisition of 23.53% (fully-diluted) stake in Micro Benefits Limited ("Micro Benefits")
Background/Description of the Disclosure
Xurpas ("X") acquires 718,333 new Series C Preferred Shares ("Subscription Shares") equivalent to a 23.53% stake in Micro Benefits for US$10,000,002.92. Micro Benefits, a Company registered in Hong Kong, is engaged in the business of providing employee benefits to Chinese workers through its operating company, Micro Benefits Financial Consulting (Suzhou) Co. Ltd, located in China.
Date of Approval by Board of Directors
Mar 8, 2016
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
X's subsidiary, Storm Flex Systems, Inc. ("Storm") will enter into a cooperation agreement with Micro Benefits wherein Storm shall join Micro Benefits through the use of Micro Benefits' platform in China. This cooperation shall give employees the opportunity to convert their standard employee benefits to various products.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
On March 8, 2016, X and Micro Benefits executed the Subscription agreement for the issuance of 718,333 Series C Preferred Shares for a total consideration of US$10,000,002.92.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Micro Benefits
Employee benefits solution
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
X will acquire 718,333 Series C Preferred Shares through primary issuance equivalent to 23.53% (fully-diluted) shareholdings in Micro Benefits, with an aggregate price per share of US$13.92, for a total consideration of US10,000,002.92.
Basis upon which the amount of consideration or value of the transaction was determined
Fair market value of the shares
The number of shares to be acquired
718,333
Ratio/percentage to total outstanding capital stock
23.53
Terms of payment
Upon signing of the Subscription Agreement, X will remit US$1,000,000.00 to Micro Benefits. X shall remit US$4,000,000 once Micro Benefits has fulfilled all of its deliverables. The final sum of US$5,000,002.92 shall be paid by X at least 60 days from signing of the Subscription Agreement.
Conditions precedent to closing of the transaction, if any
Securing the necessary board and shareholders approvals and corresponding waivers, and execution of other definitive agreements.
Description of the company subject of the transaction
Nature and business
Micro Benefits was incorporated in Hong Kong in April 13, 2010. It owns 100% of Micro Benefits Financial Consulting (Suzhou) Co.
Discussion of major projects and investments
Micro Benefits, through its subsidiary Micro Benefits Financial Consulting (Suzhou) Co., is focused on using mobile technology to address the growing problem of worker turnover at large manufacturing facilities in China. Micro Benefits proprietary platform, "Company Link" platform is used by close to 700,000 of its clients' (which includes Fortune 500 companies) employees and by improving worker engagement, has been proven to reduce turnover by as much as 15%.
List of subsidiaries and affiliates, with percentage holdings
Elegantree Master Fund SPC in relation to St. Prex Master Segregated Portfolio
89,989
5.55
MicroBenefits China US Holdings LLC
200,077
12.35
Livelihood Impact Fund
149,758
9.24
Board of Directors
Name
(Regular or Independent)
Geoffrey T. Wooley
Regular
Kurt H. Brown
Regular
Tyler B. Lyman
Regular
Benjamin J. Capell
Regular
Principal Officers
Name
Position/Designation
Tyler B. Lyman
Chief Executive Officer
Effect(s)/impact on the business, financial condition and operations of the Issuer
The investment of X in Micro Benefits is a strategic move that establishes China as a new market for X's growing HR Benefits business, while simultaneously allowing X to offer new solutions to companies in Asia.
Xurpas Inc.X