C00603-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON | 850,298,616 | |
PREFERRED | 14,366,260 |
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.
Subject of the Disclosure |
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Subscription of Valiant Consolidated Resources Inc. (formerly Angel Maple Properties, Inc.) ("Valiant") and Cymac Holdings Corporation to unissued common shares of Prime Media Holdings, Inc. (PRIM or the “Corporation”). |
Background/Description of the Disclosure |
Pursuant to the approval of the Board of Directors on May 23, 2023, Valiant Consolidated Resources Inc. (formerly Angel Maple Properties, Inc.) ("Valiant") 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. Valiant 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 |
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Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
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Subscription Agreements will be executed between (a) the Company and Valiant Consolidated Resources Inc. (formerly 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 |
Valiant Consolidated Resources Inc. (formerly Angel Maple Properties, Inc.) ("Valiant") 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: |
Controlling Shareholders of Subscribers | Number of Shares Held | % | ||
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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 |
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Valiant Consolidated Resources Inc. (formerly 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 Valiant 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
Capital structure
Type of Security /Stock Symbol | Before | After | |
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Common Shares/PRIM | 700,298,616 | 850,298,616 | |
Preferred/unlisted | 14,366,260 | 14,366,260 |
Type of Security /Stock Symbol | Before | After | |
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Common Shares/PRIM | 700,298,616 | 850,298,616 | |
Preferred/unlisted | 14,366,260 | 14,366,260 |
Type of Security /Stock Symbol | Before | After | |
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N/A | - | - |
Type of Security /Stock Symbol | Before | After | |
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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. |
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Effect(s) on foreign ownership level, if any | The Subscriptions has no effect on foreign ownership level. |
Other Relevant Information |
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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 Valiant Consolidated Resources Inc. (formerly Angel Maple Properties, Inc.) ("Valiant") and Cymac Holdings Corporation. |
Name | Diane Madelyn Ching |
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Designation | Corporate Secretary |