C08583-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 854,000,000 |
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Subject of the Disclosure |
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Additional Subscription to Cay Islands Corporation ('CIC') |
Background/Description of the Disclosure |
In a meeting on 7 December 2023, the Board of Directors of Discovery World Corporation ('DWC') resolved to increase DWC's subscription by One Hundred Thirty Million (130,000,000) shares of CIC with a par value of One Peso (Php1.00) per share or a total of One Hundred Thirty Million Pesos (Php130,000,000.00) to be used as working capital. This additional subscription is conditioned upon the application and approval of the increase in Authorized Capital Stock of CIC from Three Hundred Million Pesos (Php300,000,000.00) to Five Hundred Million Pesos (Php500,000,000.00) |
Date of Approval by Board of Directors |
Dec 7, 2023 |
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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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This acquisition is in line with DWC's business and will create opportunities for the expansion of DWC's resort business. |
Date | TBA |
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Manner |
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Subscription of Shares / Subscription Contract |
Description of the company to be acquired or sold |
CIC was incorporated and registered with the SEC on 29 October 2008 and is a property holding and investment company which owns and operates the “Vanilla Beach” property and “Shoppes at Vanilla Beach” development in El Nido, Palawan. CIC is slated to launch a new hotel and hostel project on the Vanilla Beach property called “Kip&Kin”. |
Number of shares to be acquired or disposed | 130,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 26 |
Price per share | Php1.00 |
Nature and amount of consideration given or received |
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The consideration is based on par value |
Principle followed in determining the amount of consideration |
The consideration is based on par value |
Terms of payment |
The subscription of One Hundred Thirty Million (130,000,000) shares shall be paid upon call of the Board of Directors of CIC. |
Conditions precedent to closing of the transaction, if any |
The additional subscription of One Hundred Thirty Million (130,000,000) shares shall be conditioned upon the application for Increase in Authorized Capital Stock by CIC from Three Hundred Million Pesos (Php300,000,000.00) to Five Hundred Million Pesos (Php500,000,000.00) and approved by the Securities and Exchange Commission. |
Any other salient terms |
N/A |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Cay Islands Corporation | Cay Islands Corporation is a wholly-owned subsidiary of DWC |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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This acquisition will help augment working capital and create opportunities for expansion of the Corporation's resort business. |
Other Relevant Information |
The current outstanding capital stock of CIC is Two Hundred Seventy Million (270,000,000) shares with a par value of One Peso (Php1.00) per share owned by DWC. |
Name | Anna Francesca Respicio |
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Designation | Corporate Secretary |