C00357-2021 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 7,250,000,000 |
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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Approval by the Securities and Exchange Commission (SEC) of the incorporation of Suncity WC Hotel Inc., a wholly-owned subsidiary of Suntrust Home Developers, Inc. (the "Company") |
Background/Description of the Disclosure |
On December 15, 2020, Suncity WC Hotel Inc. submitted its incorporation documents for approval by the SEC. On January 12, 2021, as requested by the SEC, Suncity WC Hotel Inc. submitted a copy of Secretary’s Certificate dated October 30, 2020 issued by the Company which contains the Company’s approval of its investment for the incorporation of its subsidiary. On January 14, 2021, as requested by the SEC, Suncity WC Hotel Inc. submitted a copy of the Company’s 2020 General Information Sheet and Foreign Investment Act Registration. |
Date of Approval by Board of Directors |
Oct 30, 2020 |
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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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Suncity WC Hotel Inc. is intended to handle hotel business and other tourism-related operations of the Company. |
Date | Jan 19, 2021 |
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Manner |
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Subscription to shares of stock upon incorporation of the new subsidiary. |
Description of the company to be acquired or sold |
Suncity WC Hotel Inc.’s primary purpose as stated in its Articles of Incorporation is the business of establishing, constructing, operating, managing, and/or maintaining hotels, health and wellness shops, cinema, car parks, entertainment centers, amusement centers and other tourism-related facilities and all its incidental and allied facilities and services, and to own (other than land), hold, lease or sublease any real and personal property, which may be necessary or convenient for the conduct of its businesses. The Company has subscribed to 100% of the outstanding shares of Suncity WC Hotel Inc. |
Number of shares to be acquired or disposed | 10,138,200 shares |
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Percentage to the total outstanding shares of the company subject of the transaction | 100% |
Price per share | P1.00 |
Nature and amount of consideration given or received |
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Cash in the amount of P10,138,200.00 representing the subscription price of the shares subscribed, including two (2) nominal shares held by members of the initial Board of Directors of Suncity WC Hotel Inc. |
Principle followed in determining the amount of consideration |
The shares subscribed at par value of P1.00 per share. |
Terms of payment |
The payment for the share subscription was made in cash and has been duly received for the benefit and credit of Suncity WC Hotel Inc. |
Conditions precedent to closing of the transaction, if any |
The Company’s subscription was subject to the approval of the SEC of the incorporation of Suncity WC Hotel Inc., which was satisfied today, January 19, 2021. |
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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N/A | N/A |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Suncity WC Hotel Inc., the new wholly-owned subsidiary of the Company, is intended to handle the hotel business and other related businesses of the Company. |
Other Relevant Information |
None. |
Name | Sherwin De Joya |
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Designation | Legal Counsel |