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)
Jun 28, 2021
2. SEC Identification Number
A199600179
3. BIR Tax Identification No.
004-6688-224
4. Exact name of issuer as specified in its charter
NOW CORPORATION
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 5-I, 5th Floor OPL Building, 100 C. Palanca Street, Legaspi Village, Makati CityPostal Code1229
8. Issuer's telephone number, including area code
+632 7750-0211
9. Former name or former address, if changed since last report
-
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
1,806,726,314
11. Indicate the item numbers reported herein
-
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.
Now CorporationNOW
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Purchase by NOW Corporation (the "Company") of additional shares of stock in its affiliate NOW Telecom Company, Inc. (NOW Telecom).
Background/Description of the Disclosure
Values: NOW subscribed to one million (1,000,000) common shares of NTCI
In the 24 June 2021 Annual Stockholders' Meeting of NOW Corporation, the stockholders unanimously approved the Company's subscription to one million (1,000,000) primary common shares of NOW Telecom using the Company’s existing advances amounting to PhP130.5 million and additional cash deposits for future subscription of PhP469.5 million for a total subscription consideration of PhP600 million. The subscription will increase the Company’s shareholdings in NOW Telecom from 19.00% to 24.23%. As of date, the parties have not yet executed a Subscription Agreement or a similar document. The company will accordingly disclose to the Exchange when the said agreement has been executed..
Date of Approval by Board of Directors
Jun 24, 2021
Date of Approval by Stockholders
Jun 24, 2021
Other Relevant Regulatory Agency, if applicable
SEC
Date of Approval by Relevant Regulatory Agency
TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The Company's subscription to 1,000,000 common shares in NOW Telecom will support the corporate restructuring activities and future prospects of NOW Telecom. The Company's increase in equity stake in its affiliate is expected to result in increased share in the growth prospect of NOW Telecom.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The Company's subscription to 1,000,000 common shares of NOW Telecom for a total subscription price of PhP600 Million, with NOW Telecom applying with the Securities and Exchange Commission for increase of its authorized capital stock to accommodate the said subscription. The completion of the transaction between the parties is expected by September 2021.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
NOW Corporation
Licensed Value-Added Service provider of TMT products and servicesdia and technology and other services
the Issuer (both parties have 4 common directors, out of 11 seats, in the Board)
NOW Telecom Company, Inc.
Enfranchised telecommunications company
affiliate of the Issuer (both parties have 4 common directors, out of 11 seats, in the Board)
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
The aggregate amount of consideration of the transaction is PhP600 Million at Php600.00 per share.
Basis upon which the amount of consideration or value of the transaction was determined
The purchase price was based on the arm’s length subscription offer of NOW Corporation, at a par value of PhP100.00 per share with a premium of PhP500.00 per share, negotiated and agreed upon by the Issuer and NOW Telecom.
The number of shares to be acquired
One Million (1,000,000) common shares
Ratio/percentage to total outstanding capital stock
6.63
Terms of payment
Of the PhP600 Million purchase price, PhP130,500,000.00 will come from from the Company's existing advances in NOW Telecom, while the balance of PhP469,500,000.00 will be in cash (through deposits for future subscription).
Conditions precedent to closing of the transaction, if any
NOW Telecom to increase its authorized capital stock and issue shares subscribed by the Company to accommodate the subscription.
Description of the company subject of the transaction
Nature and business
NOW Telecom Company, Inc. was enfranchised under Republic Act (RA) No. 7301 to construct, establish, operate and maintain radio paging systems and mobile communication services, cellular phone systems, personal communication network, nationwide data and trunked radio system and any other means or systems similar and/correlated to the foregoing, now existing or that which may be developed by modern technology, and to install and operate corresponding radio transmitting and receiving stations and communication facilities at such places in or outside the Philippines. In, 2018, NOW Telecom secured an extension of its congressional franchise for a period of another 25 years or until 2043. NOW Telecom is also a grantee from the National Telecommunications Commission of Provisional Authorities 1) to install, operate and maintain a trunked radio dispatch communication system and 2) to install, operate and maintain nationwide mobile telecommunications systems, offer services and to charge rates therefor.
Discussion of major projects and investments
NOW Telecom shall implement the mandate stated in its newly-renewed congressional franchise and newly-renewed license to operate data and cellular mobile telephone system nationwide.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
The Company's increase in equity stake in NOW Telecom will have an impact on the business operations of the Company due to the increased share in the growth prospects of NOW Telecom. The additional stake in NOW TEL will generate higher cash inflows from revenues and augment the Company'’s market position in the TMT space given NOW Telecom’s extension of legislative franchise and provisional authority to operate as a cellular mobile telecommunications company.
Now CorporationNOW