C03423-2019 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 8,196,450,000 |
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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Acquisition from LBS Properties Inc. of 2,562,490 shares of stock of Uni-Asia Properties Inc. ("Uni-Asia"). |
Background/Description of the Disclosure |
At the Special Meeting of the Board of Directors of Sta. Lucia Land, Inc. (the "Corporation") held on 07 May 2019 at its principal office, at which meeting a quorum was present and acting throughout, the Board of Directors discussed and approved resolutions authorizing the Corporation to acquire 2,562,490 shares of stock of Uni-Asia. |
Date of Approval by Board of Directors |
May 7, 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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To increase the Corporation's stake in Uni-Asia which owns a premiere township development project in Iloilo. The Corporation will benefit from the positive cash flows of Uni-Asia from the expected sales of its new township project in Iloilo. |
Date | TBA |
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Manner |
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The Corporation and LBS Properties Inc. shall execute a Deed of Conditional Sale of Shares. |
Description of the company to be acquired or sold |
Uni-Asia was incorporated in the Philippines and registered with the Securities and Exchange Commission on 13 September 1996. Uni-Asia is engaged in real estate business primarily to acquire and develop lands for sale. To date, its subdivision projects include Centro Verde and a township project in Iloilo known as Hacienda Verde. |
Number of shares to be acquired or disposed | 2,562,490 |
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Percentage to the total outstanding shares of the company subject of the transaction | 4.37 |
Price per share | Php 15.80 |
Nature and amount of consideration given or received |
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The amount of consideration for the acquisition of shares of Uni-Asia is Php 40,487,342.00. |
Principle followed in determining the amount of consideration |
The amount of consideration was determined by computing the Net Asset Valuation of Uni-Asia. |
Terms of payment |
Payment of fifty percent (50%) downpayment equivalent to Php20,243,671.00 shall be payable upon execution of the Deed of Conditional Sale of Shares and the remaining balance shall be payable within one year through monthly installments of Php1,686,972.58 to be covered by post-dated checks. |
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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LBS Properties Inc. | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The foregoing matter will strengthen the Corporation's presence in the Visayas region as one of the leading project owners / developers in the area. |
Other Relevant Information |
N/A |
Name | Jennifer Marie Castro |
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Designation | Acting Corporate Secretary |