C05817-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 2,054,615,059 |
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Subject of the Disclosure |
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Comprehensive Corporate Disclosure of Xurpas Inc. (the “Company”) on Issuance of Shares in relation to the Memorandum of Agreement (MOA) executed among the Company, Mr. Fernando Jude F. Garcia and Mr. Nico Jose S. Nolledo. |
Background/Description of the Disclosure |
On June 30, 2023, the Board of Directors (the “Board”) of the Company approved the conversion of the advances to equity made by Mr. Fernando Jude F. Garcia and Mr. Nico Jose S. Nolledo (the "Assignors”). The aggregate amount of the advances to be converted into equity is Php136,520,626.35. The Company and the Assignors signed the MOA on June 30, 2023. |
Date of Approval by Board of Directors | Jul 28, 2023 |
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Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
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In relation to the foregoing transaction, the Company shall secure approval from the SEC through an application for Confirmation of Valuation. Upon receipt of the approval from the SEC, the Company shall issue the common shares to the Founders. |
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The foregoing transaction will improve Xurpas’ equity position. |
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 |
The aggregate amount of the advances that will be converted into equity is Php136,520,626.35. |
The basis upon which the consideration or the issue value was determined |
The parties have mutually agreed on a conversion price of Php0.30 per share, that is: |
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 Parties have agreed to convert the advances to equity to address and improve Xurpas' financial condition, by strengthening its equity position and reducing its interest expense. |
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 | |
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Fernando Jude F. Garcia | Not applicable | e is a principal stockholder of the Company, holding more than 10% of the total issued and outstanding shares. He is also currently a director, the Treasurer and Chief Technology Officer of the Company. Please see attached Annex "A". | |
Nico Jose S. Nolledo | Not applicable | He is a principal stockholder of the Company, holding more than 10% of the total issued and outstanding shares. His mother, Atty. Mercedita S. Nolledo, is currently a non-executive director in the Company. Please see attached Annex "B". |
Controlling Shareholders of Subscribers | Number of Shares Held | % | |
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Not applicable | - | - |
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 |
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Not applicable |
The interest which directors of the parties to the transaction have in the proposed transaction |
Aside from Mr. Garcia, no other director of Xurpas have interest in the proposed transaction. |
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
The foregoing transaction has been duly approved by the Audit / RPT Committee of the Company. The Company has also appointed a third party (PWC) that prepared a valuation report and issued a fairness opinion for the foregoing transaction. |
Any conditions precedent to closing of the transaction |
The Company will need to secure SEC confirmation on the valuation, prior to the issuance of the new shares. |
Change(s) in the composition of the Board of Directors and Management |
No change in the composition of the Board of Directors and Management. |
Effects on the following
Principal Shareholders | Before | After | |||
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Number of shares | % | Number of shares | % | ||
Nico Jose S. Nolledo | 464,875,041 | 22.63 | 730,213,914 | 29.1 | |
Fernando Jude F. Garcia | 375,073,960 | 18.26 | 564,803,840 | 22.5 | |
Raymond Gerard S. Racaza | 375,765,960 | 18.29 | 375,765,960 | 14.97 |
Capital structure
Type of Security /Stock Symbol | Before | After | |
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X - Common Shares | 2,116,744,034 | 2,571,812,787 |
Type of Security /Stock Symbol | Before | After | |
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X - Common Shares | 2,054,615,059 | 2,509,683,812 |
Type of Security /Stock Symbol | Before | After | |
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X – Common Shares | 62,128,975 | 62,128,975 |
Type of Security /Stock Symbol | Before | After | |
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X - Common Shares | 1,797,700,660 | 1,797,700,660 |
Effect(s) on the public float, if any | There will be a decrease in the public float to 31.72%. |
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Effect(s) on foreign ownership level, if any | There will be a decrease in the foreign ownership level to 9.84%. |
Other Relevant Information |
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Attached is a copy of the Fairness Opinion issued by PWC. |
Name | Mark Gorriceta |
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Designation | Assistant Chief Information Officer |