C02497-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 324,620,008 |
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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Corporate Comprehensive Disclosure on Issuance of Shares (private placement). |
Background/Description of the Disclosure |
On 15 March 2024, the DFNN Board of Directors approved the authority to obtain private placements to raise additional capital of up to PhP 450M for the following: (a) to pay existing debts, (b) to expand the business by venturing into cybersecurity and Artificial Intelligence (AI) business and/or create or acquire new gaming platforms; and (c) to pay taxes and fees for issuance and listing of the new shares arising from the private placements. |
Date of Approval by Board of Directors | Mar 15, 2024 |
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Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
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On 08 April 2024, the Corporation entered into four (4) subscription agreements as follows: |
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The Private Placements shall generate cash in the total amount of PhP 450,006,156.60 which shall be exclusively used for the following purposes: (a) to pay existing debts of the corporation, (b) to expand the business by venturing into cybersecurity and Artificial Intelligence (AI) business and/or create or acquire new gaming platforms and (c) to pay taxes and fees for issuance and listing of the new shares arising from the private placements. |
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 total aggregate value of the consideration is PhP 450,006,156.60 which shall be paid in cash and on installment basis. |
The basis upon which the consideration or the issue value was determined |
All the private placements were priced at PhP 3.0173 per share which is 2% premium over the market price, determined by the weighted average of closing prices over a thirty (30) trading day period from February 22, 2024 to April 5, 2024. |
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 subscription proceeds shall be exclusively used for payment of the following: |
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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Nautilus International Management Corp. was incorporated under the laws of the Republic of the Philippines on March 20, 2023 with a primary purpose to act as managers or managing agency of persons, firms, associations, corporations, partnerships and other entities; to provide management and technical advice for commercial, industrial, manufacturing and other kinds of enterprises; and to undertake, carry on, assist or participate in the promotion, organization, management, liquidation or reorganizations or corporations, partnerships and other entities, except the management of funds, securities, portfolio or similar assets of the managed entities or corporation. As a management consultancy firm, it is capable of providing financial and business support to the strategic direction of DFNN Inc. in venturing into the cybersecurity and Artificial Intelligence (AI) sector. The investment will allow Nautilus to diversify its portfolio investments for future capital appreciation. Being established only last 2023, NIMC has no financial statement as of yet. |
The interest which directors of the parties to the transaction have in the proposed transaction |
Mr. Ramon Garcia and Mr. Nicholas Te are also directors of the Subscribers. Both Mr. Garcia and Te inhibited during the voting process for approval of the action. |
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
Both Mr. Garcia and Te inhibited during the voting process for approval of the action. All the private placements were priced at PhP 3.0173 per share which is 2% premium over the market price, determined by the weighted average of closing prices over a thirty (30) trading day period from February 22, 2024 to April 5, 2024. The Board also set the meeting of the shareholders on 17 May 2024 to ratify the private placements and approve the listing thereof. |
Any conditions precedent to closing of the transaction |
The issuance of the shares for the 3rd and 4th tranche is subject to approval of the increase in capital stock by DFNN’s shareholders and the Securities and Exchange Commission |
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 | 324,620,008 | 473,762,008 |
Type of Security /Stock Symbol | Before | After | |
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COMMON | 324,620,008 | 473,762,008 |
Type of Security /Stock Symbol | Before | After | |
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- | - | - |
Type of Security /Stock Symbol | Before | After | |
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COMMON | 324,620,008 | 324,620,008 |
Effect(s) on the public float, if any | Public float will decrease from 76.40% to 52.35% |
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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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The Corporation shall apply with the PSE for the listing of the common shares subscribed by Nautilus International Management Corp. and Asia Defense and Armament Corporation |
Name | Cyrus Richard Montesa |
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Designation | Chief Legal Counsel, Chief Compliance Officer, Data Protection Officer, and Assistant Corporate Secretary |