C07166-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 629,568,795 |
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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Additional Subscription in Subsidiary |
Background/Description of the Disclosure |
IDC Homes, Inc., IDC's majority owned subsidiary approved to increase its capital stock from Php1,000,000.00 to Php200,000,000.00. IDC subscribed to 25% of the increase, and paid up 25% of such subscription, or Php49,750,000.00, payable as follows: Php10,276,005.06 via conversion of debt into equity, and Php2,161,494.94 to be paid in actual cash. |
Date of Approval by Board of Directors |
Sep 27, 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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The subscription will ensure that the subsidiary remains majority-owned and controlled by IDC. At the same time, since 20% of the amount to be paid up will be conversion of advances already made to the subsidiary, there is minimal current cash infusion. |
Date | TBA |
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Manner |
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IDC subscribed to 25% of the increase in capital stock of IDC Homes, and paid up 25% of such subscription, or Php49,750,000.00, through conversion of advances to IDC Homes in the amount of Php10,276,005.06 into equity, and actual cash payment of Php2,161,494.94. |
Description of the company to be acquired or sold |
IDC Homes, Inc. is a subsidiary of IDC. The latter owns 99.92% of the stock of the said corporation prior to the increase. |
Number of shares to be acquired or disposed | 124,375 |
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Percentage to the total outstanding shares of the company subject of the transaction | 6.25 |
Price per share | 100 |
Nature and amount of consideration given or received |
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Php10,276,005.06 payable by conversion to equity of advances which IDC has previously made to IDC HOMES; |
Principle followed in determining the amount of consideration |
The purchase price is based on par value. |
Terms of payment |
The conversion of debt to equity has already been approved by the respective Boards of the two corporations. The cash component will be paid within 10 days from September 27, 2023. |
Conditions precedent to closing of the transaction, if any |
None |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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N/A | N/A |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The increase in capitalization will strengthen IDC Homes, and allow IDC to assign development projects to the said subsidiary, and concentrate on exploring other locations, negotiating additional joint ventures, and tapping into diverse funding sources. |
Other Relevant Information |
On June 21, 2023, the increase in capital stock was approved by the Board of Directors and the Stockholders of IDC Homes. On September 27, 2023, the following was approved by the Board of IDC: (1) the amount of subscription, (2) the nature of the consideration, (3) the amount of consideration.,. On the same date, the Board of IDC Prime approved the nature and amount of the consideration for the subscription. |
Name | Aleli Cordero |
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Designation | Legal Counsel/Corporate Information Officer |