9. Former name or former address, if changed since last report
NOT APPLICABLE
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares
2,087,846,111
11. Indicate the item numbers reported herein
Item 9 - Other Events
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.
SFA Semicon Philippines CorporationSSP
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Approval of (a) the Extension of the Share Buyback Program with an Additional Funding of up to Seventy-Three Million Philippine Pesos (PhP73,000,000.00) worth of the Corporation’s Common Shares (bringing the total funding allotted for the Corporation’s share buyback program since the start of its implementation to PhP203,000,00.00), and (b) Related Authorizations
Background/Description of the Disclosure
The Board of Directors approved the extension of the Corporation’s share buyback program under the following terms and conditions:
1. Objective: To enhance shareholder value and manifest confidence in the Corporation’s value and prospects through the repurchase by the Corporation of its own shares of stock. 2. Additional Funding Allotted/Total Funding Allotted: Additional Funding is up to Seventy Three Million Philippine Pesos (PhP73,000,000.00) - or nearly One Million Three Hundred Fifty One Thousand Eight Hundred Fifty One and 85/100 US Dollars (US$1,351,851.85) - worth of the Corporation’s common shares, or as may otherwise be determined by the Board of Directors subject to required disclosure/s to the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”) under the laws and regulations. This brings the total funding allotted for the Corporation’s share buyback program since the start of its implementation up to Two Hundred Three Million Philippine Pesos (PhP203,000,000.00) or nearly Three Million Eight Hundred Fifty-One Thousand Eight Hundred Fifty-One and 85/100 US Dollars (US$3,851,851.85) (the “Total Funding”). 3. Duration: The term of the share buyback program shall end automatically and without need of any additional action from the Board of Directors upon either the full usage or substantial full usage of the Total Funding, or as may otherwise be directed by the Board of Directors, subject to required disclosure/s to the SEC and the PSE under the laws and regulations. When used herein, “substantial full usage of the Total Funding” shall refer to the full usage of the Total Funding except only for a left-over amount that may no longer be sufficient for trading in the open market through the trading facilities of the PSE [the “Left-over Amount”]). In case there is a Left-Over Amount, the reversal of the appropriation of the Left-over Amount and its reversion to the unrestricted retained earnings of the Corporation in view of the end of the share buyback program shall automatically take place without need of any additional action from the Board. Nothing herein shall authorize the continued buyback of the Corporation’s shares or the continuity of the share buyback program if doing so will violate the 10% Minimum Public Ownership Rule. 4. Capital Structure after the Share Buyback: New capital structure after the buyback cannot be accurately determined until after the share buyback program is done, since the actual number of shares to be repurchased will depend on the total buyback price of the shares. 5. Implementation: The share buyback program will not involve any active and widespread solicitation from the stockholders and will be implemented in the open market through the trading facilities of the PSE. 6. Source of Funding: Funds to be used for the share buyback (i.e., both the original funding and the additional funding) shall be out of the unrestricted retained earnings of the Corporation. The shares shall be bought back using cash generated from revenues. 7. Bought Shares: Shares purchased under the buyback program shall be booked as treasury shares of the Corporation. 8. Impact on Capital and Projects and Investments: The share buyback program will not result in the impairment of the Corporation’s capital and will not affect any of the Corporation’s prospective and existing projects and investments. 9. Disclosures: Appropriate disclosures will be submitted to the SEC and the PSE, including disclosure of every buyback transaction entered into by the Corporation, in accordance with the laws and regulations.
SFA Semicon Philippines CorporationSSP