C02097-2019 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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common | 1,549,999,999 |
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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Subscription to newly issued shares of a new affiliate, Smyte Phils. Holdings Corp.("Smyte") |
Background/Description of the Disclosure |
The Board of Directors approved to re-appropriate the USOP funds of around PHP80M previously allocated for CAPEX for Equipment and Machinery to partially fund the subscription to Smyte. SBS Philippines Corporation ("Company") intends to finalize the transaction within the 2nd Quarter of 2019. |
Date of Approval by Board of Directors |
Mar 29, 2019 |
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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 Smyte will allow the Company to participate in business opportunities to increase shareholders' return through potential capital appreciation of the land held by Smyte given the development of property market in the country. |
Date | TBA |
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Manner |
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Share Subscription at Par Value of PHP1.00 per share. |
Description of the company to be acquired or sold |
Smyte is an associate company of SBS Holdings , a subsidiary of the Company. Smyte owned a two (2) hectare property in Balintawak area, Quezon City which is adjacent to a three (3) hectare property owned by another associate company of SBS Holdings. |
Number of shares to be acquired or disposed | 106,250,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 17 |
Price per share | PHP1.00 |
Nature and amount of consideration given or received |
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Payable in cash, the total consideration is Php 106,250,000.00. Partial payment shall be funded using the re-appropriated USOP, and any balance thereto will be obtained through existing funds of the Company. |
Principle followed in determining the amount of consideration |
The parties agreed that the consideration will be at Par Value of SMYTE which is at PHP1.00 per share. |
Terms of payment |
Payable in full cash on completion date |
Conditions precedent to closing of the transaction, if any |
Agreement of all existing shareholders on their corresponding subscription of shares. |
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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n/a | n/a |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The transaction does not have any material effect on the business, operations, and financial condition of the Company. |
Other Relevant Information |
n/a |
Name | CHRISTINE BASE |
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Designation | CORPORATE SECRETARY |