C07677-2023 |
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 Shares of Bhavya Properties, Inc. ("Bhavya") |
Background/Description of the Disclosure |
The Corporation will subscribe to 663,000 preferred shares of Bhavya from its unissued authorized capital stock. |
Date of Approval by Board of Directors |
Oct 25, 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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Bhavya will leverage on the additional equity to fund Eluria’s working capital requirements until its scheduled project completion in 2025, while ensuring compliance with all its financial covenants, |
Date | Nov 10, 2023 |
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Manner |
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The acquisition is by way of subscription to preferred shares. |
Description of the company to be acquired or sold |
Bhavya has an authorized capital stock of Php100,000,000.00. Its total subscribed capital and paid up capital are Php25,000,000.00 and Php25,000,000.00, respectively. |
Number of shares to be acquired or disposed | 663,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | Php100.00 |
Nature and amount of consideration given or received |
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Php66,300,000.00 to be paid in cash |
Principle followed in determining the amount of consideration |
The consideration was determined based on net asset value of Bhavya. |
Terms of payment |
The total consideration will be paid not later than 10 November 2023. |
Conditions precedent to closing of the transaction, if any |
None. |
Any other salient terms |
Preferred shares are voting and have such features as the Bhavya Board of Directors prescribe, but in no case such shares shall be cumulative or redeemable at the option of the holder. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Bhavya Properties, Inc. | 60% owned by the Corporation |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The Corporation will remain compliant with all its financial covenants. |
Other Relevant Information |
Bhavya's preferred shares have a par value of Php1.00 per share. |
Name | Margeline Hidalgo |
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Designation | Documentation Counsel |