C00652-2018 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON SHARES | 1,549,999,999 |
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Subject of the Disclosure |
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Additional share subscription in Company's subsidiary, Lence Holdings Corporation ("LHC") |
Background/Description of the Disclosure |
On January 25, 2018, the Company's Board of Directors approved the additional share subscription of 52,000,000 common shares with a par value of P1.00 per share, to be subscribed by the Company from the unissued share capital of the Company's subsidiary, Lence Holdings Corporation, at a subscription price of P6.7625 per share. |
Date of Approval by Board of Directors |
Jan 25, 2018 |
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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 additional share subscription serves as added capital infusion in LHC to the purpose of financing the closing of the acquisition of a warehouse facility property comprising of land, buildings, and fixed assets on February 9, 2018. |
Date | Feb 5, 2018 |
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Manner |
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The additional share subscription of 52,000,000 common shares from the unissued capital stock of LHC was completed and fully paid on February 5, 2018. |
Description of the company to be acquired or sold |
Lence Holdings Corporation is a newly incorporated company which is 65% owned by the Company, 25% by the Company’s wholly owned subsidiary, SBS Holdings and Enterprises Corporation and 10% by the Sytengco family. |
Number of shares to be acquired or disposed | 52,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 65 |
Price per share | PhP 6.7625 |
Nature and amount of consideration given or received |
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The Company subscribed to an additional 52,000,000 common shares from the unissued share capital of the Company's majority owned-subsidiary, Lence Holdings Corporation, at a subscription price of P6.7625 per share for a total consideration in cash of Three Hundred Fifty One Million Six Hundred Fifty Thousand Pesos (PhP 351,650,000.00), |
Principle followed in determining the amount of consideration |
The consideration was determined by the additional capital funding required by LHC for the transaction and the total number of unissued common shares available, to be subscribed by all existing shareholders in proportion to their current equity interests. |
Terms of payment |
The subscription price was paid in cash in full on February 5, 2018. |
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 | |
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Lence Holdngs Corporation | 65% owned subsidiary of the Company |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The additional investment has no immediate impact on the business, financial condition and operations of the Company. However, it is expected that the investment will result to some gains from the real estate investments and operational enhancements to be generated from the property acquisition by LHC which will grow and diversify the Company's income streams in the future |
Other Relevant Information |
This amends the Company Announcement under Circular No. C00481-2018 to confirm the completion of share subscription payment and issue of the shares to the Company on February 5, 2018. |
Name | REGINA SIMONA DE GUZMAN |
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Designation | GENERAL COUNSEL & COMPLIANCE OFFICER |