C04945-2021

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 21, 2021
2. SEC Identification Number
147584
3. BIR Tax Identification No.
002-727-376-000
4. Exact name of issuer as specified in its charter
Premiere Horizon Alliance Corporation
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 1705, East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8635-7715
9. Former name or former address, if changed since last report
Not Applicable
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 STOCK P 0.25 PAR VALUE 2,254,117,253
11. Indicate the item numbers reported herein
Item No. 9 Other Item

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.

Premiere Horizon Alliance CorporationPHA

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Premiere Horizon Enters into a 2.5B Equity Financing Agreement with LDA Capital
Background/Description of the Disclosure

Premiere Horizon Alliance Corporation (Company) is pleased to announce that PHA’s Board of Directors has approved on 20 July 2021 a Put Option Agreement (POA) with LDA Capital Limited (Investor), a global investment group, to provide PHA with up to Two Billion Five Hundred Million Pesos (PhP2,500,000,000) in committed equity capital over the next thirty-six months.
In addition, the Board also approved the grant of a Call Option to LDA, which shall allow the Investor to purchase up to 133 million (133,000,000) common shares of the Company at an exercise price of PhP2.26 per share, a 133% premium on the average Volume Weighted Average Price (VWAP) in the last one and half months, exercisable any time during the term of the Agreement.
Under the Agreement, the Company will be able to access the equity financing by exercising Put Options. PHA has the right, but not the obligation, to draw down from this equity commitment with the first Put Option Notice (PON) to be done within 45 days. The number of shares PHA will issue on the Put Option will be based on the average shares traded volume every 15 trading days prior to the issuance of a PON. The issue price of the Put Option will be 90% of the average VWAP of the shares in the thirty trading days after the exercise of the Put Option. Transactions made under this agreement shall be subject to disclosure requirements of the Philippine Stock Exchange (PSE).
The total potential equity value is Php2.8 Billion for both the Put Options and Call Options. The number of shares will depend on the prices during the pricing period since these will be spread over a period of three years and subject to different pricing. But the total LDA subscription will not be more than 19.9% of issued and outstanding shares.
PHA has also agreed to pay a commitment fee of 2% of the total committed equity capital which is payable in installments. Fifty percent of which is due and payable from the proceeds of the first put option notice of the Company. The remaining will be due on the 12th and 18th month or earlier.
The funds to be generated from this agreement are expected to fund the working capital requirement of the parent company and finance the different projects of its subsidiaries including the real estate projects of West Palawan Premiere and Goshen Land Capital. The capital raised will be utilized to fund other expansion projects in natural and georesources development and in fintech such as SquidPay Technology, which is expected to be folded-in to PHA this third quarter of 2021.
Other Relevant Information

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Filed on behalf by:
Name Raul Ma. Anonas
Designation Executive Vice President and COO, Chief Information Officer (CIO) and SEC Compliance Officer