This is with reference to Vulcan Industrial & Mining Corporation’s (“VUL” or the “Company”) disclosures under Company Announcement Nos. C04598-2021 and C04599-2021 dated July 2, 2021.
In Company Announcement No. C04598-2021 dated July 2, 2021, the Company disclosed, in part, that:
“Please be informed that today a special meeting of the Board of Directors of Vulcan Industrial & Mining Corporation (VIMC) was called to order to discuss the previously disclosed contemplated transaction with the majority stockholders of East Coast Mineral Resources Company Incorporated (ECMRC) represented by Hilario G. Pagauitan and Sofia G. Pagauitan (the HGP Group).
VIMC has always been studying and exploring strategies to generate the most value for its shareholders. Recent changes in the mining climate have prompted VIMC to reconsider its previous decision to exit the mining industry. On a global scale, metal commodity prices have surged, and its outlook continues to be positive. Locally, the moratorium on mining/mineral agreements has been lifted, opening the possibility for new mining projects.
The contemplated transaction will result in VIMC owning a consistently profitable going concern and cashflow-generating mining business, which will allow VIMC to immediately recognize income. Beyond recurring and sustainable income, the envisioned business combination will also provide VIMC the capability to embark on further value-enhancing and growth-oriented expansion initiatives.
Given these drastic improvements in the mining business climate, and the envisioned benefits of the contemplated transaction to VIMC, the following matters were unanimously approved by the Board:
1. Consent to the assignment by National Book Store, Inc. (NBS) in favor of Hilario G. Pagauitan and Sofia G. Pagauitan of its subscription rights over 486,055,662 partially paid shares, and to the assumption by the latter of NBS’ obligations for the unpaid subscription price on such shares;
2. Subscription by the HGP Group to up to Five Billion One Hundred Eighty Million (5,180,000,000) shares out of VIMC’s unsubscribed authorized capital stock and/or out of an increase thereof and more than a majority of VIMC’s outstanding capital stock, through cash and/or by way of transfer of the HGP Group’s ownership in ECMRC, inclusive of its MPSAs, assets and operations, subject to the conditions of the respective operating agreements, into the Company, subject to a third-party fairness opinion/valuation compliant with regulatory requirements;
3. Increase in authorized capital stock by PhP8 billion, or from PhP4 billion to PhP12 billion;
4. Approval and/or ratification of the Memorandum of Agreement dated July 1, 2021 embodying the terms and conditions agreed upon by the Company and the HGP Group regarding the latter’s subscription; and
5. Setting the date of the Company’s virtual annual stockholders’ meeting on September 7, 2021 at 2:00 P.M. with record date of July 15, 2021. . . .”
After a review of the Company’s disclosures, the Exchange deems that the foregoing transaction is covered by the Exchange’s Rules on Backdoor Listing (the “Backdoor Listing Rule”). Said determination is anchored on the transaction involving a change in the controlling shareholder of VUL and the new business to be folded into the Company upon completion of the transaction.
Pursuant to the Backdoor Listing Rule, the trading of the Company’s shares will be suspended effective at 9:00 a.m. today, July 2, 2021, pending the Company’s compliance with the comprehensive corporate disclosure requirement set forth in the said rule.
The Exchange will inform the Trading Participants and the investing public of further developments on the matter.
For your information and guidance. |
NOTICE