This is with reference to Company Announcement No. C04691-2021 dated July 8, 2021 filed by Da Vinci Capital Holdings, Inc. (“DAVIN” or the “Company”) pertaining to the approval by the Securities and Exchange Commission (“SEC”) of the following amendments to the Company’s Articles of Incorporation:
1. change in its corporate name to “The Keepers Holdings, Inc.”;
2. changes in its primary and secondary purposes, and corporate term;
3. change in par value of its shares from Php0.023 to Php0.10 per share; and
4. increase in its authorized capital stock from Php327,600,000.00 (1,200,000,000 common shares with par value of Php0.023 per share and 3,000,000,000 preferred shares with par value of Php0.10 per share) to Php2,000,000,000.00 (20,000,000,000 common shares with par value of Php0.10 per share).
The SEC likewise approved the amendment to the Company’s By-Laws as disclosed under Company Announcement No. C04692-2021 dated July 8, 2021. The Exchange will accordingly announce the effectivity of the change in name of DAVIN as well as the adjustments relating to the change in the par value of its shares, as approved by the SEC.
As stated by DAVIN in its previous disclosures to the Exchange, in support of the increase in its authorized capital stock, 11,250,000,000 common shares of stock of DAVIN will be issued in exchange for Cosco Capital, Inc.’s (“COSCO”) 100% shareholdings in its subsidiaries, namely, Montosco, Inc., Meritus Prime Distributions, Inc., and Premier Wine and Spirits, Inc. The Deed of Exchange between DAVIN and COSCO was signed last June 18, 2021.
As further disclosed by DAVIN, the share swap transaction will take effect upon approval by the SEC, and “(c)onsidering that [DAVIN] and [COSCO] are both under the control of Mr. Lucio L. Co, the Company will go below its minimum public ownership requirement.”
The above-mentioned issuance resulted to the Company’s public ownership level falling below the required minimum percentage under the Exchange’s existing rules and guidelines on minimum public ownership. Pursuant to the Rule on Minimum Public Ownership of the Exchange, the Exchange will implement a trading suspension on DAVIN’s shares today, July 8, 2021.
The Exchange will apprise the investing public of further developments on the matter.
For your information and guidance. |
NOTICE