This is with reference to AbaCore Capital Holdings, Inc.’s (“ABA”) disclosure under Company Announcement No. C05958-2021 dated September 1, 2021.
In the said disclosure, ABA stated that it received on August 31, 2021, a copy of the signed counterpart Deed of Assignment (DOAS) between Squidpay Technology, Inc. (SQUIDPAY) and Premiere Horizon Alliance Corporation (PHA), with the conforme of ABA’s wholly-owned subsidiary, Philippine Regional Investment Development Corporation (PRIDE), and PRIDE’s subsidiary Philstar Development Bank, Inc. (PHILSTAR).
ABA further disclosed that “(i)n the DOAS, SQUIDPAY assigned 40% of the 60% share that it would invest in PHILSTAR to PHA subject to the fulfillment of the conditions precedent of the previously signed Memorandum of Agreement. This assignment would formally make PHA a party to the previous agreement.”
In view of the materiality of the foregoing information filed by ABA involving Premiere Horizon Alliance Corporation (“PHA” or the “Company”), and subject to the Exchange’s further evaluation of the above-mentioned transaction, the Exchange implemented a trading halt on the shares of PHA starting 9:30 a.m. today, September 1, 2021.
UPDATE:
On September 1, 2021, PHA submitted its disclosure, under Company Announcement No. C05971-2021 dated September 1, 2021, which stated that:
“. . . on August 31, 2021, Premiere Horizon Alliance Corporation (PHA) entered into Deed of Assignment (DOAS) with Squidpay Technology, Inc. (SQUIDPAY) with the conformity of Philippine Regional Investment Development Corporation (PRIDE), a wholly-owned subsidiary of AbaCore Capital Holdings, Inc., and Philstar Development Bank, Inc.(PHILSTAR), a subsidiary of PRIDE.
Under the DOAS, SQUIDPAY assigned to PHA 40% of the 60% share that it would invest in PHILSTAR subject to the fulfillment of the conditions precedent of the Memorandum of Agreement (MOA) entered into by PRIDE, PHILSTAR, and SQUIDPAY last April 8, 2021. This assignment would formally make PHA a party to the MOA.
The MOA provides that SQUIDPAY will infuse up to Nine Hundred Million Pesos (Php900,000,000.00) for a 60% stake in Philstar Development Bank, subject to certain conditions and subsequent implementing agreements. Following the DOAS, PHA will invest Six Hundred Million Pesos (Php600,000,000.00) for a 40% stake, while SQUIDPAY will continue to hold its investment of Three Hundred Million Pesos (Php300,000,000.00) for a 20% stake. PRIDE and the current stockholders, will retain at least 40%.
. . . .”
After a review of the disclosure submitted by the Company, the Exchange deems that the foregoing transaction is covered by the Rule on Disclosure for Substantial Acquisitions and Reverse Takeovers, under Section 5, Article VII of the Consolidated Listing and Disclosure Rules of the Exchange, as amended (the “Substantial Acquisition Rule”).
Pursuant to the Substantial Acquisition Rule, the trading of the Company’s shares will be suspended effective at 12:20 p.m. today, September 1, 2021, pending submission by the Company of the comprehensive 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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NOTICE