C05089-2020

SECURITIES AND EXCHANGE COMMISSIONSEC 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)
Jul 22, 2020
2. SEC Identification Number
CS201619734
3. BIR Tax Identification No.
009-393-167
4. Exact name of issuer as specified in its charter
Chelsea Logistics and Infrastructure Holdings Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Stella Hizon Reyes Road, Bo. Pampanga, Davao City Postal Code 8000
8. Issuer's telephone number, including area code
+63 82 224 5373 / +63 2 8403 4015
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 1,821,977,615
11. Indicate the item numbers reported herein
Item 9

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.

Chelsea Logistics and Infrastructure Holdings Corp.C

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Issuance of Preferred Shares via Private Placement and Subscription to the Increase in Authorized Capital Stock.
Part III of 3 parts of the Comprehensive Corporate Disclosure on Issuance of Shares.
Background/Description of the Disclosure

The Board of Directors of Chelsea Logistics and Infrastructure Holdings Corp. approved the issuance of 500,000 Preferred Shares via private placement to Global Kingdom Investments Limited at the subscription price of P 1,000.00 per share, subject to the terms and conditions specified by the Directors. The par value of the Preferred Shares is One Peso ( P 1.00) per share.

The Board of Directors also approved the increase in the authorized capital stock of the Corporation to P 3,500,000,000.00. The increase of 1,500,000,000 shares, consists of all Common Shares. Udenna Corporation will subscribe to 375,000,000 Common Shares, which is 25% of the increase in Common Shares, at the price of P 3.26 per share with reference to the 90-day VWAP. The par value of the Common Shares is One Peso (P 1.00) per share.
Date of Approval by Board of Directors Jul 10, 2020
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The Corporation's authorized capital stock will increase from Php 2,000,000,000.00, divided into 1,990,000,000 Common Shares and 10,000,000 Preferred Shares, both with the par value of P 1.00 per share, to Php 3,500,000,000 divided into 3,490,000,000 Common Shares and 10,000,000 Preferred Shares, both with the par value of P 1.00 per share.

Of the increase of 1,500,000,000 Common Shares, Udenna Corporation will subscribe to 375,000,000 Common Shares at the price of Php 3.26 per share.

On the Preferred Shares, the subscription to 500,000 shares by Global Kingdom Investments Limited at the issue price of Php 1,000 per share
was also approved by the Board. The Preferred Shares shall have the following features:
a. earn cumulative cash dividend at a rate of 8% per annum payable upon the Board of Directors' approval and declaration;
b. convertible to common shares at any time for the date of issuance up to the 5th anniversary date, at the option of the Subscriber, valued at the 90-day Volume Weighted Average Price of the Company's Common Shares at the Philippine Stock Exchange at the time of the signing of the Subscription Agreement, inclusive of any unpaid cumulative accrued dividends. If the Perpetual Preferred Shares are not converted to Common Shares by the Subscriber or redeemed by the Issuer by the end of 5 years, the cumulative cash dividend rate shall increase by 150 basis points, and an additional 100 basis points for each anniversary thereafter. The Subscriber shall be paid pro rata dividends earned at the time of the conversion;
c. may be redeemed at the option of the Company at the end of 2 years from its issuance, or every year thereafter, at the net redemption price of 120% of the issue price, inclusive of cumulative cash dividends, paid or unpaid.

The Corporation will secure the stockholders' approval to the proposed amendments of the Articles of Incorporation of the Corporation, and thereafter submit its application for amendment of the Articles of Incorporation to the Securities and Exchange Commission. The timetable for completion of the transaction is December 2020.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The subscriptions to the Common Shares and the Preferred Shares of the Corporation will provide additional funds for current and future projects, debt service, and additional working capital for the Corporation.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

Of the 375,000,000 Common Shares subscribed by Udenna Corporation, 25% will be paid-up, and the subscription price amounting to Three Hundred Five Million Six Hundred Twenty Five Thousand Pesos ( Php 305,625,000.00) will be paid through the conversion of the existing advances to the Corporation. The Subscription Agreement of Udenna Corporation will be executed upon approval by the stockholders of the increase in the authorized capital stock of the Corporation.

The subscription to Preferred Shares by Global Kingdom Investments Limited will be in cash. The payment for Global Kingdom Investment Limited's subscription will be in three (3) tranches:
a. First Tranche of Php 100,000,000.00 upon signing of the Subscription Agreement;
b. Second Tranche of Php 200,000,000.00 within thirty (30) days from securing the Stockholders' approval;
c. Third Tranche of P 200,000,000.00 upon approval by the Securities and Exchange Commission of the Corporation's Amended Articles of Incorporation. A copy of the Subscription Agreement of Global Kingdom Investments Limited is attached.
The basis upon which the consideration or the issue value was determined

The Php 3.26 per share price for the Common Shares is based on the 90-day Volume Weighted Average Price from February 26 to July 9, 2020.

The Preferred Shares' Php 1,000 issue price was upon agreement of the parties.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

See attached Use of Proceeds
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Udenna Corporation Holding Company Major stockholders are the Spouses Dennis A. Uy and Cherylyn C. Uy, who are Directors of Chelsea Logistics and Infrastructure Holdings Corp.
Global Kingdom Investments Limited Investment Company Not applicable
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
Common Shares - Spouses Dennis A. Uy and Cherylyn C. Uy 4,999,999,993 100 000
Preferred Shares - Capital Post Investment Limited 10,000 100 000
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

The subscriber of the Preferred Shares, Global Kingdom Investments Limited was incorporated under Hong Kong laws on May 15,2009 and has correspondence address at 11th Fl., Dah Sing Life Building, 99 Des Voyeux Road Central, Hong Kong. The Company was established for the primary purpose of holdings investments. The Company is active and in good standing under Hong Kong laws, and is not under any proceedings for liquidation or receivership.

The subscriber for the Common Shares Udenna Corporation was incorporated under Philippine laws on March 19, 2002 and has it principal office address at Stella Hizon Reyes Road, Bo.Pampanga, Lanang, Davao City. The Company was established as a holdings company. Attached is Udenna Corporation's 2018 Annual Report and its 2019 General Information Sheet which show the nature of its business, major projects, capital structure, subsidiaries and affiliates, Board of Directors and principal officers.
The interest which directors of the parties to the transaction have in the proposed transaction

The Spouses Dennis A. Uy and Cherylyn C. Uy are Directors of both Udenna Corporation and of Chelsea Logistics and Infrastructure Holdings Corp.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The subscription of Udenna Corporation was based on the 90-day VWAP from February 26 to July 9, 2020 and said subscription was approved by the Related Party Committee and by the Board of Directors of the Corporation.

There are no related party interests in the investment of Global Kingdom Investments Limited. The investment of Global Kingdom will be fresh capital for the Corporation.
Any conditions precedent to closing of the transaction

Amendment of the Articles of Incorporation of the Corporation to reflect the increase in the Authorized Capital Stock to Php 3,500,000,000, and the change in the feature of the Preferred Shares to convertible shares, is necessary for the transaction.
Change(s) in the composition of the Board of Directors and Management

There will be no change in the Board of Directors and Management.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Udenna Corporation 1,275,384,606 70 1,650,384,606 75.25

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares / C 1,821,977,615 2,196,977,615
Preferred Shares - 500,000
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares/ C 1,821,977,615 2,196,977,615
Preferred Shares - 500,000
Treasury Shares
Type of Security /Stock Symbol Before After
- - -
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares 1,821,977,615 1,821,977,615
Effect(s) on the public float, if any Public float will be reduced from 29.84% to 24.75%
Effect(s) on foreign ownership level, if any Foreign ownership will be reduced from 0.868% to .007%
Other Relevant Information

The subscription by Udenna Corporation to 375,000,000 Common Shares, and the Php 500,000,000.00 subscription by Global Kingdom Investment Limited to Preferred Shares, will require the amendment of the Articles of Incorporation of the Corporation to reflect the increase in the authorized capital stock to Php 3,500,000,000.00, and the change in the feature of the Preferred Shares from non-convertible to converitble.

The Corporation will secure the stockholders' approval to the proposed amendments of the Articles of Incorporation of the Corporation, and thereafter submit its application for amendment of the Articles of Incorporation to the Securities and Exchange Commission.
Filed on behalf by:
Name Ma. Henedina San Juan
Designation Corporate Secretary