C08857-2023 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
---|---|---|
Common Shares | 3,395,864,100 |
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 |
---|
D.M. Wenceslao & Associates, Inc.'s (DMW) subscription to 164,106 new common shares of Bay Resources and Development Corp (BRDC). |
Background/Description of the Disclosure |
On December 11, 2023, the Board of Directors of DMW approved its subscription to 164,106 new common shares in BRDC for approximately Php232.17 Million, providing fresh capital to BRDC for general corporate purposes and developments. |
Date of Approval by Board of Directors |
Dec 11, 2023 |
---|
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
---|
Capital infusion to BRDC for general corporate purposes and developments. |
Date | Dec 11, 2023 |
---|
Manner |
---|
Subscription to newly issued BRDC shares through the execution of a subscription agreement |
Description of the company to be acquired or sold |
BRDC was established to acquire, develop and market real estate properties. BRDC currently owns parcels of land in Aseana City and has existing land lease contracts. |
Number of shares to be acquired or disposed | 164,106 |
---|---|
Percentage to the total outstanding shares of the company subject of the transaction | 1 |
Price per share | Php1,414.74 |
Nature and amount of consideration given or received |
---|
Php232,167,322 |
Principle followed in determining the amount of consideration |
Fair market value of BRDC shares. |
Terms of payment |
Cash |
Conditions precedent to closing of the transaction, if any |
N/A |
Any other salient terms |
N/A |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
---|---|---|
N/A. Subscription to original issuance of shares. | BRDC is a JV entity of DMW. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
---|
DMW, through its increased stake in BRDC, is expected to benefit from BRDC's developments and growth plans. |
Other Relevant Information |
This disclosure is amended to include the information on DMW’s effective control of BRDC’s Board of Directors based on the results of the election of directors during the special stockholders’ meeting of BRDC held on December 20, 2023. |
Name | Mark Gorriceta |
---|---|
Designation | Chief Information Officer |