C04652-2023

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)
Jun 14, 2023
2. SEC Identification Number
22401
3. BIR Tax Identification No.
000-491-007
4. Exact name of issuer as specified in its charter
PRIME MEDIA HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
16TH FLOOR BDO TOWERS VALERO (FORMERLY CITIBANK TOWER), 8741 PASEO DE ROXAS MAKATI CITY Postal Code 1227
8. Issuer's telephone number, including area code
(632) 8831-4479
9. Former name or former address, if changed since last report
-
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 700,298,616
PREFERRED 14,366,260
11. Indicate the item numbers reported herein
Item 9 Other Events

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.

Prime Media Holdings, Inc.PRIM

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Subscription of Angel Maple Properties, Inc. and Cymac Holdings Corporation to unissued common shares of Prime Media Holdings, Inc. (PRIM or the “Corporation”).

-AMENDED TO PROVIDE THE TREASURER'S AFFIDAVIT OF ANGEL MAPLE PROPERTIES, INC. (PLEASE SEE ATTACHED).
Background/Description of the Disclosure

Pursuant to the approval of the Board of Directors on May 23, 2023, Angel Maple Properties, Inc. (“Angel Maple”) and Cymac Holdings Corporation (“Cymac”) will subscribe to 125M and 25M, respectively, of the unissued common shares of PRIM at Php2.70 per share based on 30-day VWAP of Php2.6197 (as of May 22, 2023) + 2.97% premium for amounting to Php337.5M and PhP 67.5M, respectively. Angel Maple and Cymac are separate and distinct entities who are not acting in concert; hence, each transaction shall be treated independently.
Date of Approval by Board of Directors May 23, 2023
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

Subscription Agreements will be executed between (a) the Company and Angel Maple Properties, Inc. for the subscription of 125,000,000 common shares of PRIM and (b) the Company and Cymac Holdings Inc. for the subscription of 25,000,000 common shares of PRIM on or before June 15, 2023. The subscriptions are not subject to any regulatory approval.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The Subscriptions will generate cash which will be used for (a) working capital, (b)future investments including, but not limited to, capital contribution to the Joint Venture with ABS-CBN and (c) financial support by way of loan to Philippine CollectiveMedia Corporation. The subscriptions will also address the capital deficiency of the Corporation.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

Angel Maple Properties, Inc. (“Angel Maple”) and Cymac Holdings Corporation (“Cymac”) will subscribe to 125M and 25M, respectively, of the unissued common shares of PRIM at Php2.70 per share based on 30-day VWAP of Php2.6197 (as of May 22, 2023) + 2.97% premium amounting to Php337.5M and PhP 67.5M, respectively or a total consideration of PhP 405M, which shall be paid in cash on or before June 30, 2023.
The basis upon which the consideration or the issue value was determined

The shares will be issued at Php2.70 per share based on the 30-day Volume Weighted Average Price (VWAP) of Php2.6197 (as of May 22, 2023) plus 2.97% premium
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The proceeds from the private placement will be used for the following:
(a) Working Capital
(b) Future Investments such as, but not limited to, capital contribution to the Joint Venture with ABS-CBN.
(c) Financial support by way of loan to Philippine CollectiveMedia Corporation (PCMC)
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Angel Maple Properties Inc. PLEASE SEE ATTACHED PLEASE SEE ATTACHED
Cymac Holdings Corporation PLEASE SEE ATTACHED PLEASE SEE ATTACHED
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
PLEASE SEE ATTACHED PLEASE SEE ATTACHED PLEASE SEE ATTACHED PLEASE SEE ATTACHED
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Angel Maple Properties Inc. and Cymac Holdings Corporation are property investment and holding companies, who are capable of providing financial and business support to the strategic direction of Prime Media in venturing into the media and entertainment industry. The investment will allow Angel Maple and Cymac to diversify their respective portfolio investments for future capital appreciation.
The interest which directors of the parties to the transaction have in the proposed transaction

The directors of the parties have no interest in the proposed transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

Steps to safeguard the interests of any independent shareholders is not applicable.
Any conditions precedent to closing of the transaction

There is no condition predecent to closing of this transaction.
Change(s) in the composition of the Board of Directors and Management

As of the moment, there will be no changes in the composition of the Board of Directors and Management.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
RYM Business Management Corp. 463,555,085 66.19 463,555,085 54.52
Mairete Asset Holdings Inc. 77,178,901 11.02 77,178,901 9.08
Non-Public (held by Directors and Officers) 5,004 0 5,004 0
Angel Maple Properties Inc. - - 125,000,000 14.7
Cymac Holdings Corporation - - 25,000,000 2.94

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares/PRIM 700,298,616 850,298,616
Preferred/unlisted 14,366,260 14,366,260
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares/PRIM 700,298,616 850,298,616
Preferred/unlisted 14,366,260 14,366,260
Treasury Shares
Type of Security /Stock Symbol Before After
N/A - -
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares/PRIM 663,713,458 663,713,458
Effect(s) on the public float, if any After the subscriptions, the current public float of 22.78% will decline to 18.77%. However, since Cymac Holdings Corporation is an unrelated party and its subscription is only 2.94%, the Company shall consider Cymac’s shares as part of the public. Hence, the public float shall result to 21.71% after the subscriptions.
Effect(s) on foreign ownership level, if any The Subscriptions has no effect on foreign ownership level.
Other Relevant Information

Upon full payment of the subscription, the Company shall apply with the PSE for the listing of the 150,000,000 common shares subscribed by Angel Maple Properties, Inc. and Cymac Holdings Corporation.

Angel Maple Properties, Inc. is a newly incorporated company registered last April 5, 2023 and has had no operations and/or other investment assets. Angel Maple has an authorized capital stock of PhP 50,000,000.00, out of which PhP 25,000,000.00 has been subscribed and paid up. Angel Maple intends to build its portfolio by investing into businesses with promising ventures and growth potential. At present, Angel Maple has no substantial assets.
Filed on behalf by:
Name Diane Madelyn Ching
Designation Corporate Secretary