SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
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)
- Dec 6, 2023
- 2. SEC Identification Number
- 808
- 3. BIR Tax Identification No.
- 000-162-935
- 4. Exact name of issuer as specified in its charter
- DITO CME HOLDINGS CORP.
- 5. Province, country or other jurisdiction of incorporation
- Philippines
- 6. Industry Classification Code(SEC Use Only)
- 7. Address of principal office
- 21st Floor, Udenna Tower, Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig City Postal Code 1634
- 8. Issuer's telephone number, including area code
- +63284034007
- 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 19,535,000,000 - 11. Indicate the item numbers reported herein
- Item 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.
DITO CME Holdings Corp.DITO
PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities
| Subject of the Disclosure |
|---|
Comprehensive Corporate Disclosure on the Issuance of Shares |
| Background/Description of the Disclosure |
Pursuant to the Corporation’s previous shareholders’ approval last 05 July 2023, the Board of Directors of the Corporation approved on 20 October 2023 the issuance of 3,300,000,00 shares out of the unissued capital stock of the Corporation to Summit Telco Holdings Corporation (Summit Telco Holdings), a Philippine registered corporation that is wholly-owned by Summit Telco Corporation Pte. Ltd., an existing shareholder of DITO CME. On the same date, the Corporation executed a subscription agreement with Summit Telco Holdings for the issuance of 3,300,000,000 common shares out of the Corporation’s unissued capital stock. The shares were issued to Summit Telco on the same date, 20 October 2023, upon full payment of the subscription price. |
| Date of Approval by Board of Directors | Oct 20, 2023 |
|---|
| Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
|---|
3,300,000,000 common shares were issued and subscribed out of the Corporation’s unissued authorized capital stock via private placement of Summit Telco Holdings, a Philippine registered corporation that is wholly-owned by Summit Telco Corporation Pte. Ltd., an existing shareholder of DITO CME. The subscription agreement was executed on 20 October 2023. The corresponding shares were issued and recorded in the books of the Corporation on 20 October 2023 upon payment of the full subscription price on the same date. As a result of the issuance, the total number of issued and outstanding shares of DCME increased from 16,235,000,000 to 19,535,000,000. |
| Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The net proceeds of the transaction shall be fully invested by the Corporation in its operating subsidiary, DITO Telecommunity Corporation (“Dito Tel”) to comply with capital contribution commitments and to support Dito Tel’s operations for the roll-out of its telecommunications business, further improving quality of access and user experience as well as accelerating the take up of its FWA 5G and mobile postpaid product offerings. |
| The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis |
The aggregate value of the subscription is Php3,300,000,000.00. Total subscription amounts were paid in full in cash by the subscriber. |
| The basis upon which the consideration or the issue value was determined |
The issue price was set at par value of Php1.00 per share, considering that the current book value per share of the Corporation is Php -2.21 (as of the latest quarterly financials of 30 June 2023), and the Corporation cannot issue new shares below par value of Php 1.00. |
| Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project |
The entire amount of proceeds (less applicable taxes) has been invested in operating subsidiary, Dito Tel. The funds will be used for the continuous roll-out of Dito Tel's telecommunications business. |
| Beneficial Owners/Subscribers | Nature of Business | Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates | |
|---|---|---|---|
| Summit Telco Holdings Corporation | Holding Company | Summit Telco Holdings Corporation is wholly owned by Summit Telco Corporation Pte. Ltd., an existing shareholder of Dito CME |
| Controlling Shareholders of Subscribers | Number of Shares Held | % | |
|---|---|---|---|
| Summit Telco Corporation Pte. Ltd. | 12,000,000 | 100 |
| For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets |
|---|
No financials are available as of report date. Summit Telco Holdings Corporation is a newly-incorporated holding company having been incorporated on 9 October 2023. This is its first business venture since its incorporation. Summit Telco Holdings Corporation has no subsidiaries or affiliates. |
| The interest which directors of the parties to the transaction have in the proposed transaction |
N/A |
| Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
With plans of raising required capital, the Corporation sought and secured stockholders’ approval during its last Annual Stockholders’ Meeting held on 5 July 2023 for authority to approve private placements, among others, under terms and conditions approved by the Board. The Corporation likewise secured the approval of the majority of the independent minority shareholders for the issuance. |
| Any conditions precedent to closing of the transaction |
None. |
| Change(s) in the composition of the Board of Directors and Management |
None. |
Effects on the following
Capital structure
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| DITO | 16,235,000,000 | 19,535,000,000 |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| DITO | 16,235,000,000 | 19,535,000,000 |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| DITO | 0 | 0 |
| Type of Security /Stock Symbol | Before | After | |
|---|---|---|---|
| DITO | 14,035,000,000 | 14,035,000,000 |
| Effect(s) on the public float, if any | The public float decreased from 30.93 to 20.15% |
|---|---|
| Effect(s) on foreign ownership level, if any | The foreign ownership level increased from 15.19 to 29.52% |
| Other Relevant Information |
|---|
Please see attachment for further information. |
| Name | Alyssa Hannah Nuqui |
|---|---|
| Designation | Associate Legal Counsel |