C06260-2017 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON SHARE | 1,247,999,999 |
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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Investment of a 4.25% equity interest in Joune Holding Limited by SBS Holdings and Enterprises Corporation, a subsidiary of SBS Philippines Corporation |
Background/Description of the Disclosure |
SBS Holdings and Enterprises Corporation (SHEC), a wholly owned subsidiary of SBS Philippines Corporation ("SBS"), has signed an investment agreement to subscribe to new shares representing a 4.25% equity interest in Joune Holding Limited (“JHL”), a Hong Kong investment holding company owned by the Sytengco Family, indirect controlling shareholders of SBS |
Date of Approval by Board of Directors |
Oct 9, 2017 |
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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 investment in JHL will allow the Company, thru SHEC, to participate in the business opportunity to increase shareholder return through the potential capital appreciation of the land lots held by the JHL group of companies, given the positive developments of the property market in Hong Kong in recent years. |
Date | TBA |
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Manner |
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The investment of SHEC is by way of subscription to a total of 425 new shares in the capital increase of JHL. |
Description of the company to be acquired or sold |
JHL is a newly incorporated investment holding company that serves as the acquisition vehicle to acquire 90% equity interest in Maxco International Development Limited (“Maxco”), Hong Kong property holding company, that owns directly and indirectly through its wholly owned subsidiaries, contiguous parcels of land located in Tuen Mun, New Territories, Hong Kong which have combined lot area of approximately 4,641.7 square meters. |
Number of shares to be acquired or disposed | 425 |
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Percentage to the total outstanding shares of the company subject of the transaction | 4.25 |
Price per share | Approximately P181,176.47 |
Nature and amount of consideration given or received |
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Payable in cash, the total consideration is PhP 77,000,000.00 |
Principle followed in determining the amount of consideration |
The total consideration for the investment in JHL was determined with reference to, among others, the valuation of the properties held by the Maxco group and the recent property market development in Hong Kong. |
Terms of payment |
Subject to certain conditions precedents relating to the closing of the acquisition of Maxco group of companies and the completion of the registration of JHL capital increase. |
Conditions precedent to closing of the transaction, if any |
!. Closing the acquisition of Maxco and its subsidiaries; and |
Any other salient terms |
SHEC may increase its interest in JHL in the near future to have a higher participation in the business opportunity. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Joune Holding Limited (JHL) | Prior to the issue of new shares to SHEC, JHL is 100% owned by Sytengco Family composed of the following Company directors and officers, Necisto U. Sytengco, Aylene Y. Sytengco, Necisto Y. Sytengco II, Ned Bryan Y. Sytengco and Sabrina Adamelle Poon-Sytengco |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The investment in JHL will allow the Company, thru SHEC, to participate in the business opportunity to increase shareholder return through the potential capital appreciation of the land lots held by the JHL group of companies. |
Other Relevant Information |
The investment is in furtherance of the diversification and investment strategy of the SBS Group to invest in small ownership stake in companies investing in real properties to have a more diversified interests in different property holdings at a lower capital requirement and risk exposure to the Company. |
Name | REGINA SIMONA DE GUZMAN |
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Designation | GENERAL COUNSEL & COMPLIANCE OFFICER |