C08780-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 4,945,197,291 |
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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Approval by the Bangko Sentral ng Pilipinas of the merger between BPI and RBC, with BPI as the surviving bank |
Background/Description of the Disclosure |
The Board of Directors of BPI in its meeting held on 30 September 2022, approved the merger of BPI and RBC, with BPI as the surviving bank, subject to shareholders' and regulatory approvals. |
Date of Approval by Board of Directors | Sep 30, 2022 |
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Date of Approval by Stockholders | Jan 17, 2023 |
Other Relevant Regulatory Agency, if applicable | SEC, BSP & PCC |
Date of Approval by Relevant Regulatory Agency | Dec 14, 2023 |
Date of Approval by Securities and Exchange Commission | TBA |
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 proposed merger will unlock various synergies across several products and service platforms, expand the customer and deposit base of both banks through the merged entity, and, at the same time, by capitalizing on BPI’s expertise and network, enhance the overall banking experience of RBC customers. RBC’s products and services cater to its corporate, commercial, and retail clients through its 189 branches and branch-lite units (including 14 branches and 14 branch-lite units of its subsidiary, Legazpi Savings Bank), 354 ATMs, and online and mobile banking channels. As of 30 June 2022, RBC has total assets of Php175.9 billion, including net loans and receivables of Php102.4 billion, and total liabilities of Php156.0 billion, including deposits of Php139.0 billion. |
Description of the transaction including the timetable for implementation and related regulatory requirements, if any |
The proposed merger is a statutory merger pursuant to Title IX of the Revised Corporation Code and Section 40(C)(2) of the National Internal Revenue Code, i.e. merger with the issuance of primary shares. Upon the effectivity of the proposed merger after receipt of all necessary corporate and regulatory approvals, the shareholders of RBC will collectively hold approximately 6% of the resulting outstanding capital stock of BPI. |
Name | Nature of Business | Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates | |
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Robinsons Bank Corporation | Commercial Bank | None |
Plan of merger |
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The Plan of Merger was approved by the Board on September 30, 2022, and by stockholders representing at least 2/3 of the total outstanding shares on January 17, 2023. |
Ratio of exchange of shares |
The number of BPI common shares that will be issued pursuant to the Merger shall be equivalent to approximately 6% of the resulting outstanding common shares of BPI as of the Effective Date of the Merger or 314,003,992 common shares. |
Basis upon which the exchange ratio was determined |
The basis of the exchange is RBC's book value as of June 30, 2022 valued at PHP 25,910,780,670.95 and BPI's book value per share as of June 30, 2022 valued at approximately PHP 82.52. |
Number of shares subject of the merger |
6% of the resulting outstanding common shares of BPI as of the Effective Date of the Merger, or 314,003,992 common shares |
Timetable |
The Merger was approved by the Board on September 30, 2022, and by stockholders representing at least 2/3 of the total outstanding shares on January 17, 2023. The Bank secured the approvals of the PCC and the BSP on Mar. 9, 2023 and Dec. 15, 2023, respectively, and is awaiting the approval of the SEC. |
Conditions precedent to closing of the transaction, if any |
The merger is subject to conditions precedent including obtaining regulatory approvals. |
Procedures for exchange |
Upon the effectivity of the merger, BPI shall issue to the shareholders of RBC such number of primary BPI common shares and in exchange, BPI will absorb the net assets of RBC. |
Nature and business |
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RBC is a corporation registered with the Philippine SEC on April 28, 1966 with a commercial banking license from the BSP. JGCAP and RRHI own approximately 99.9984% of the outstanding capital stock of RBC. |
Discussion of major projects and investments |
N/A |
Name | % Ownership | |
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Legazpi Savings Bank, Inc. | 99.93 | |
GoTyme Bank Corporation | 18 | |
Unicon Insurance Brokers Corporation | 17.13 |
Capital structure
Type of Security /Stock Symbol | Amount | Number of Shares | |
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Common | Php27,000,000,000.00 | 2,700,000,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
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Common | Php15,000,000,000.00 | 1,500,000,000 |
Amount | Php15,000,000,000.00 |
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Number of Shares | 1,500,000,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
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Common | Php15,000,000,000.00 | 1,500,000,000 |
Type of Security /Stock Symbol | Amount | Number of Shares | |
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Common | Php15,000,000,000.00 | 1,500,000,000 |
Type of Security /Stock Symbol | Amount | |
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Common | Php10 |
Effect(s)/impact on the business, financial condition and operations of the Issuer |
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Upon the effectivity of the merger, BPI will be able to unlock various synergies across several products and service platforms, expand the customer and deposit base of both banks through the merged entity, and, at the same time, by capitalizing on BPI’s expertise and network, enhance the overall banking experience of RBC customers. BPI will be able to expand its client base, accelerate growth, and ultimately increase shareholder value through partnerships with the Gokongwei Group. |
Other Relevant Information |
The disclosure is amended to reflect the date of approval of the merger. A copy of BSP’s letter of approval was received by BPI on 15 December 2023. The information on the basis upon which the exchange ratio was determined was likewise updated. |
Name | Maria Lourdes Gatmaytan |
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Designation | Corporate Secretary |