C05454-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 24,249,759,506 | |
Preferred | 8,000,000,000 |
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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Acquisition of 100% of the outstanding capital stock of Cajel Realty Corporation (“Cajel”) |
Background/Description of the Disclosure |
Filinvest Land Inc. (“FLI”) signed a share purchase agreement with Rizal Commercial Banking Corporation (“RCBC”), beneficial owner of 100% of the outstanding capital stock of Cajel. |
Date of Approval by Board of Directors |
Jul 14, 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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With direct ownership of Cajel, which owns several properties in Bacoor, Cavite, this transaction will increase FLI’s real estate developments in the said area. |
Date | Jul 14, 2023 |
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Manner |
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Direct Purchase |
Description of the company to be acquired or sold |
Cajel is wholly-owned subsidiary of RCBC. Cajel, as owner of certain parcels of land located in Bacoor, Cavite, has a joint development agreement with FLI, wherein FLI undertook the development of the parcels of land, into an exclusive residential subdivision. |
Number of shares to be acquired or disposed | 597,376 |
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Percentage to the total outstanding shares of the company subject of the transaction | 100 |
Price per share | 148.68 |
Nature and amount of consideration given or received |
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Total consideration for the purchase of the Shares is Php88,818,000.00, which shall be paid installments. |
Principle followed in determining the amount of consideration |
The valuation was agreed upon taking into account the value of the assets of Cajel. |
Terms of payment |
1. 30% of the Purchase Price payable upon closing; |
Conditions precedent to closing of the transaction, if any |
Conditions precedent typical and customary for share purchase agreement such as but not limited to corporate approvals. |
Any other salient terms |
The share purchase agreement includes other customary provisions in transactions of the same nature such as standard representations and warranties and undertakings. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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RCBC | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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With direct ownership of Cajel, which owns several properties in Bacoor, Cavite, this transaction will increase FLI’s real estate development in the said area. |
Other Relevant Information |
None |
Name | Katrina Clemente- Lua |
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Designation | Corporate Secretary and Corporate Information Officer |