This is with reference to Prime Media Holdings, Inc.’s (“PRIM” or the “Company”) disclosures under Company Announcement Nos. C05137-2021 and C05138-2021 dated July 29, 2021.
In Company Announcement No. C05137-2021 dated July 29, 2021, the Company disclosed that its Board of Directors approved, among others, the “execution of a Memorandum of Agreement between [PRIM] and the majority stockholders of Philippine CollectiveMedia Corporation (‘PCMC’), namely, Michelle Ayangco and Hermogene Real (‘PCMC Shareholders’), wherein the PCMC Shareholders shall jointly subscribe to One Billion Six Hundred Seventy Nine Million Nine Hundred Sixty Six Thousand Four Hundred (1,679,966,400) common shares of the Company arising from an increase in authorized capital stock to be paid in the form of PCMC shares based on third-party appraisal valuation in order to obtain the business, assets and ownership of PCMC. After the transaction, the PCMC Shareholders will jointly gain control and majority ownership of approximately 70% of outstanding capital stock of the Company.”
PRIM further disclosed that “(t)he contemplated transaction aims to transform the Company into a viable and operational business entity and address its capital deficiency, negative equity, and non-operation. The transaction will result to folding-in of PCMC into the Company thereby making PCMC a subsidiary of the Company. With the national franchise of PCMC, the Company can engage in an active business of mass media and further leverage its franchise and network for use by existing content providers in need of broadcasting rights.”
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 PRIM 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 29, 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.
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