C05777-2021

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)
Aug 18, 2021
2. SEC Identification Number
CS20091269
3. BIR Tax Identification No.
007236853000
4. Exact name of issuer as specified in its charter
PH RESORTS GROUP HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
63284034007
9. Former name or former address, if changed since last report
N/A
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 6,929,576,027
11. Indicate the item numbers reported herein
Item 9

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.

PH Resorts Group Holdings, Inc.PHR

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

Placing and Subscription Transaction of PH Resorts Group Holdings Inc. ("PHR" or the "Company")
Background/Description of the Disclosure

Further to the material disclosure with report number C05720-2021, the Company is entering into a Placing and Subscription Transaction amounting to Php599,149,700.00, consisting of 352,441,000 common shares at Php1.70 per share. This subscription amounts to an issuance of 4.84% of the issued and outstanding capital stock of the Company.
Other Relevant Information

The Company is entering into a Placing and Subscription Transaction, which involves the offer and sale of 352,441,000 common shares (the “Offer,” and such shares, the “Offer Shares”) of the Company, with a par value of Php 1.00 per share (the “Placing Tranche”). The Offer Shares will be offered by Udenna Corporation (the “Selling Shareholder”), via a private placement, to certain Qualified Buyers (as defined under the Securities Regulation Code), to be procured by Unicapital, Inc., Abacus Capital & Investment Corporation and China Bank Capital Corporation (the “Placement Agents”). Simultaneous with the Placing Tranche, 352,441,000 common shares of the Company, or the same number of shares sold in the Placing Tranche (the “Subscription Shares”) shall be subscribed to by the Selling Shareholder (the “Subscription Tranche”), at the same price as the Offer Price (the “Subscription Price”).

The Offer Shares in the Placing Tranche will be placed at a price of Php 1.70 per Offer Share (the “Offer Price”) or a total transaction price of Php599,149,700.00. The setting of the number of Offer Shares and the Offer Price was subject to a bookbuilding exercise conducted by the Company and the Placement Agents.

The Subscription Price for the Subscription Shares is the same as the Offer Price or Php1.70 per Subscription Share. The proceeds from the sale of the Offer Shares will fund the subscription by Udenna Corporation of PHR common shares in the Subscription Tranche.

The Company will receive total gross proceeds of Php599,149,700.00 from the issuance of the Subscription Shares. The Placing and Subscription Transaction allows the Company to raise capital in a most expeditious and efficient manner to partially fund the ongoing construction and development of Emerald Bay Resort and Casino project.

The Company will receive total gross proceeds of Php599,149,700.00 from the issuance of the Subscription Shares to the Selling Shareholders, bringing in capital to support the ongoing construction and development of the Emerald Bay resort and casino project. To the extent the Company does not use the proceeds for the purpose described above, the Company intends to use such proceeds for general corporate purposes.

The Placing and Subscription Transaction is estimated to close after the approval of the PSE of the special block sale and the cross of the Offer Shares using the facilities of the Exchange (the "Closing Date"), subject to the fulfillment of all conditions precedent.

Settlement of the Offer Shares is anticipated to occur on Closing Date (the "Settlement Date"). The issuance of the Subscription Shares by the Company pursuant to the Subscription will be made on or about the Settlement Date. The Company shall apply for the listing of the Subscription Shares with the PSE as soon as practicable.

The Offer Shares are to be offered and sold: i) outside the United States in reliance on regulation S under the Securities Act; ii) within the United States to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act; and iii) in the Philippines in transactions that will not require registration under the SRC. Accordingly, the sale of the Offer Shares is exempt from the registration requirements of the SRC and is not and will not be registered with the Philippine Securities and Exchange Commission ("SEC").

The Company intends to secure the approval of the PSE for the listing of the Subscription Shares issued by the Company pursuant to the Subscription. No other regulatory approval is required to be secured in connection with the Placing and Subscription Transaction.

For additional information on the capital structure of the Company before and after the Placing and Subscription Transaction, please see attached.

This amendment was made to expressly state that the subscription amounts to an issuance of 4.84% of the issued and outstanding capital stock of the Company.
Filed on behalf by:
Name Leandro Abarquez
Designation Corporate Secretary