CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Nov 20, 2023
2. SEC Identification Number
CEO2536
3. BIR Tax Identification No.
003-828-269-V
4. Exact name of issuer as specified in its charter
ABOITIZ EQUITY VENTURES INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
32nd Street, Bonifacio Global City, Taguig City, Metro Manila, PhilippinesPostal Code1634
8. Issuer's telephone number, including area code
(02) 8 886-2800
9. Former name or former address, if changed since last report
N/A
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 Stock P1 Par Value
5,619,785,757
Amount of Debt Outstanding (As of September 30, 20
386,624,150,000.00
11. Indicate the item numbers reported herein
9
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.
Aboitiz Equity Ventures, Inc.AEV
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Signing of the Share Purchase Agreement (SPA) for the acquisition of ownership in Coca-Cola Beverages Philippines, Inc. (CCBPI)
Background/Description of the Disclosure
Aboitiz Equity Ventures Inc. (AEV) and Coca-Cola Europacific Partners plc (CCEP) signed the SPA today, November 20, 2023, with The Coca-Cola Company (TCCC) to jointly acquire 100% of CCBPI (the “Transaction”). AEV will hold 40% beneficial ownership in CCBPI, while CCEP will hold 60% stake in CCBPI
Date of Approval by Board of Directors
Aug 30, 2023
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
Philippine Competition Commission
Date of Approval by Relevant Regulatory Agency
TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Acquisition of the exclusive bottler and distributor of the products of TCCC in the Philippines which benefits from attractive profitability and growth prospects
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
AEV and CCEP, through a holding company that is owned 60% and 40% by CCEP and AEV, respectively, will acquire 100% of the share capital of CCBPI. The holding company will be funded by CCEP and AEV proportional to their shareholding
The Transaction is expected to close in Q1 of 2024 upon completion of all conditions precedent, including PCC approval.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Coca-Cola Europacific Partners plc
Engaged in consumer goods, making, selling and distributing an extensive range of primarily non-alcoholic ready to drink beverages
None
Coca-Cola South Asia Holdings Inc.
Holding company
None
Coca-Cola Holdings (Overseas) Ltd
Holding company
None
Coca-Cola Beverages Philippines, Inc.
Manufacture and distribution of alcoholic and non-alcoholic beverages
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
USD1.8 billion for 100% of CCBPI, subject to cash, debt-like items and working capital adjustments at closing of the Transaction
Basis upon which the amount of consideration or value of the transaction was determined
Based on an enterprise value of USD 1.8 billion on a cash-free, debt-free basis which was arrived on a willing buyer, willing seller basis between CCEP, AEV and TCCC
The number of shares to be acquired
AEV and CCEP will acquire through the holding company: (a) 2,447,956,683 shares of class A common stock with par value of PHP2.00, and (b) 1,000 shares of class B common stock with par value PHP1.00
Ratio/percentage to total outstanding capital stock
100
Terms of payment
Lump sum cash payment at closing with a true-up adjustment post-closing
Conditions precedent to closing of the transaction, if any
1. Receipt of approval from the PCC 2. No governmental entity of competent authority shall have issued an order or enacted a law that makes the transaction illegal or prohibits the consummation of the transaction. 3. Fulfillment of the warranties and covenants of the Sellers and the Buyers. 4. No material adverse effect shall have occurred. 5. Completion of the incorporation of the holding company which will acquire the shares in CCBPI
Description of the company subject of the transaction
Nature and business
To conduct, undertake and engage in the manufacture, production, sale, import, export and otherwise carry out the business activities for both non-alcoholic beverages and alcoholic beverages, in all forms, kinds and classes, and any and all business activities incidental or related to carrying out this objective, including but not limited to distribution and warehousing services and management and administrative services in relation thereto.
Discussion of major projects and investments
CCBPI is the leading beverage supplier in the Philippines, with a wide supply chain footprint consisting of 73 production lines and 19 plants
List of subsidiaries and affiliates, with percentage holdings
Name
% Ownership
Philippine Bottlers, Inc. (“PBI”)
99.9
Cosmos Bottling Corporation (“CBC”)
99.5
Coca-Cola Bottlers Business Services, Inc. (“CCBBSI”)
Coca-Cola South Asia Holdings, Inc. (Common Shares A)
1,939,882,138
79.2
Coca-Cola South Asia Holdings, Inc. (Common Shares B)
996
0
Coca-Cola Holdings (Overseas) Ltd. (Common Shares A)
508,074,544
20.8
Board of Directors
Name
(Regular or Independent)
Gareth Paul McGeown
Regular
Francis Garcia
Regular
Andrea Therese Cheng
Regular
Jawahar Solai Kuppuswamy
Regular
Terence Fernando
Regular
Principal Officers
Name
Position/Designation
Gareth Paul McGeown
Chairman/CEO President
Jawahar Solai Kuppuswamy
Chief Finance Officer
Terence Fernando
Corporate Secretary
Jai Jagannath Tamayo
Assistant Corporate Secretary
Cherie Amor Galan
Assistant Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer
Build on AEV’s portfolio diversification strategy to enter the branded consumer goods spaces
Other Relevant Information
Attached are the following documents for CCBPI: 1. Certificate of Incorporation; 2. Latest Articles of Incorporation and By-Laws; 3. Latest General Information Sheet (GIS); and 4. Latest Audited Financial Statements.