C06612-2021 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 1,821,977,615 |
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Subject of the Disclosure |
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Purchase of shares of KGLI-NM Holdings, Inc. |
Background/Description of the Disclosure |
Chelsea Logistics and Infrastructure Holdings Corp. purchased from ES Consultancy Group, Inc., 43,081 Redeemable Preferred B Shares and 200 Common Shares (the "Subject Shares") of KGLI-NM Holdings, Inc. |
Date of Approval by Board of Directors |
May 17, 2021 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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To buy out the minority interest in KGLI-NM Holdings, Inc. being held by ES Consultancy Group,Inc. |
Date | Oct 1, 2021 |
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Manner |
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Deed of Absolute Sale of Shares |
Description of the company to be acquired or sold |
KGLI-NM Holdings, Inc. is a corporation duly organized and existing under Philippine laws. 50.37% of KGLI-NM shares are owned by Udenna Investments B.V., Inc., and 39.70% is owned by Chelsea Logistics and Infrastructure Holdings Corp. |
Number of shares to be acquired or disposed | 43,281 |
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Percentage to the total outstanding shares of the company subject of the transaction | 9.93 |
Price per share | P20,309.30 Preferred Share P10.00 Common Share |
Nature and amount of consideration given or received |
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The total purchase price for the Subject Shares is Eight Hundred Seventy Four Million Nine Hundred Forty Seven Thousand One Hundred Thirty Five & 04/100 Pesos (P 874,947,135.04) or a purchase price of Php 20,309.30 per Preferred B Share and P 10.00 per Common Share. |
Principle followed in determining the amount of consideration |
Valuation is the proportional share of ES Consultancy Group, Inc.in the 2Go Group shareholdings of KGLI-NM Holdings. |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
None |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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ES Consultancy Group, Inc. | Seller is minority shareholder in KGLI-NM Holdings, Inc., where Udenna Investments B.V. and Chelsea Logistics are also stockholders. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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KGLI-NM Holdings, Inc. will effectively be wholly-owned by Chelsea Logistics and Infrastructure Holdings Corp. as the other shareholder of KGLI-NM, Udenna Investments B.V. is wholly-owned by Chelsea Logistics. |
Other Relevant Information |
Full divestment of Chelsea Logistics in 2Go Group, Inc. |
Name | Ma. Henedina San Juan |
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Designation | Corporate Secretary |