SECURITIES AND EXCHANGE COMMISSION
SEC 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)
- Apr 22, 2016
- 2. SEC Identification Number
- A200110402
- 3. BIR Tax Identification No.
- 213-054-503
- 4. Exact name of issuer as specified in its charter
- SBS PHILIPPINES CORPORATION
- 5. Province, country or other jurisdiction of incorporation
- PHILPPINES
- 6. Industry Classification Code(SEC Use Only)
- 7. Address of principal office
- N0. 10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105
- 8. Issuer's telephone number, including area code
- (02) 371 1111
- 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 1,200,000,000 - 11. Indicate the item numbers reported herein
- ITEM 2: DISPOSITION OF ASSET
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.
SBS Philippines CorporationSBS
PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
|---|
SALE OF LAS PINAS PROPERTY |
| Background/Description of the Disclosure |
The Board of Directors of SBS Philippines Corporation (the "Company") in its special meeting held today, 22 April 2016, approved the sale of the Company’s 3.4 hectares property located along the Zapote Road in Barangay Pamplona, Las Pinas City (the “Property”. |
| Date of Approval by Board of Directors |
Apr 22, 2016 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction | |
|---|---|
The Directors consider it an appropriate time to sell and divest of the Property to unlock its best maximum value after evaluating various options and property market conditions in the locality. The Directors are of the view that the sale is in the best interest of the Company and its shareholders as it will allow for value realization of the Property for greater financial flexibility and stronger cash position for the Company. The Company intends to use the net proceeds of the sale for general working capital and to pursue other attractive investment opportunities. |
| Date | May 10, 2016 |
|---|
| Description of the Transaction |
|---|
The transaction involves the sale of the Company’s 3.4 hectares property located along the Zapote Road in Barangay Pamplona, Las Pinas City (the “Property”) to 8990 Housing Development Corporation, a major property developer in the Philippines. |
| Manner |
The transaction involves a direct sale of the Property to 8990 Housing Development Corporation The sale will close on 10 May 2016 and will be fully satisfied in cash, to be payable upon the signing of the Deed of Absolute Sale. |
| Description of the assets involved |
The Property, subject of the sale, consists of seven (7) contiguous lots having a total lot area of thirty four thousand two hundred sixty three (34,263) square meters. The Property is a non-core asset of the Company acquired in 2012 and is held for investment and capital growth |
| Nature and amount of consideration given or received |
|---|
A total consideration of Eight Hundred Fifty Eight Million Nine Hundred Sixty Five Thousand Five Hundred Pesos (P858,965,500.00) to be payable fully in cash is the final selling price agreed between the parties. |
| Principle followed in determining the amount of consideration |
The consideration was arrived at pursuant to negotiations between the Company and the buyer on a willing-seller and willing-buyer basis, taking into account the net carrying value of the Property based on the unaudited financial statements of the Company as of 31 March 2016 as well as the indicative market value of the Property under the prevailing market conditions. |
| Terms of payment |
The consideration for the sale will be fully payable in cash upon signing of the Deed of Absolute Sale. |
| 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 | |
|---|---|---|
| 8990 Housing Development Corporation (Buyer) | Save for their shareholding interests in the Compnay, none of the Directors or Controlling Shareholders of the Company has any interest, direct or indirect, in the sale. |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
As a non-core asset, the sale of the Property will not affect the nature of the Company's core business. The sale will allow for the value realization of the Property and strengthen the working capital and cash position of the Company. |
| Other Relevant Information |
None |
| Source(s) of funds |
|---|
not applicable |
| If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes |
not applicable |
| Name | Regina Simona De Guzman |
|---|---|
| Designation | Corporate Secretary and Compliance Officer |