C00172-2024

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)
Jan 12, 2024
2. SEC Identification Number
147584
3. BIR Tax Identification No.
002-727-376-000
4. Exact name of issuer as specified in its charter
Premiere Horizon Alliance Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 1705, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8632 - 7715
9. Former name or former address, if changed since last report
Not Applicable
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 P 0.25 PAR VALUE 5,708,359,504
11. Indicate the item numbers reported herein
Item No. 9 Other Item

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.

Premiere Horizon Alliance CorporationPHA

PSE Disclosure Form 4-26 - Legal Proceedings References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Mr. Augusto Antonio Serafica, Jr. Complaint
Background/Description of the Disclosure

On 01 September 2023, Premiere Horizon Alliance Corp (PHA), retrieved from the Office of the City Prosecutor of Pasig a copy of the Complaint filed by Augusto Serafica last 16 August 2023. Mr. Serafica filed a complaint for Estafa against "Premiere Horizon Alliance Corp., Eugenio T. Tan, Raul Ma. F. Anonas, Andres A. Del Rosario, Brandon P. Leong, Geronimo B. Halili, Esteban G. Pena Sy, Gloria Victoria Y. Taruc, Ernest Sze Lok Yeung, Marian Pena" alleging that the Corporation committed fraud when it did not immediately return shares of the investors pursuant to a Put Option Agreement with LDA Capital Ltd. dated July 20, 2021. The subject shares are under the custody of LDA Capital Ltd. The case is set for preliminary investigation and a conference is scheduled for 05 September 2023.

As previously disclosed on 21 July 2021, PHA entered into a Put Option Agreement (POA) with LDA Capital Limited, a global investment group, to provide PHA with up to Two Billion Five Hundred Million Pesos (PhP2,500,000,000) in committed equity capital over the next thirty-six months.

Under the Agreement, the Company will be able to access the equity financing by exercising Put Options. PHA has the right, but not the obligation, to draw down from this equity commitment with the first Put Option Notice (PON) to be done within 45 days. The number of shares PHA will issue on the Put Option will be based on the average shares traded volume every 15 trading days prior to the issuance of a PON. The issue price of the Put Option will be 90% of the average VWAP of the shares in the thirty trading days after the exercise of the Put Option. Further, the Agreement states that transactions made under this agreement shall be subject to disclosure requirements of the Philippine Stock Exchange (PSE).

UPDATE:

On 10 January 2024, PHA received a copy of the Resolution of the Office of the City Prosecutor of Pasig City, dated 19 December 2023, recommending the dismissal of the complaint previously filed by Augusto Serafica against the Corporation and its directors for alleged estafa, relative to the Put Option Agreement it entered into with LDA Capital Ltd. The OCP Resolution states that the evidence submitted by Complainant Serafica failed to establish the elements of estafa by misappropriation under Article 315 par. 1(b) of the Revised Penal Code.
Name of the court or agency in which the proceedings are pending Office of the City Prosecutor, Hall of Justice, Pasig City
Date Instituted Aug 16, 2023
Docket Number NPS Docket No. 23H-01089
Principal Parties

Augusto Antonio C. Serafica, Jr.
Premiere Horizon Alliance Corporation
Eugenio T. Tan
Raul Ma. F. Anonas
Andres A. Del Rosario
Brandon P. Leong
Geronimo B. Halili
Esteban G. Pena Sy
Gloria Victoria Y. Taruc
Ernest Sze Lok Yeung
Marian Pena
Nature and description of the legal proceedings

Mr. Augusto Antonio C. Serafica, Jr. alleged that the Corporation committed fraud when it did not immediately return shares of the investors pursuant to a Put Option Agreement with LDA Capital Ltd. dated July 20, 2021. The subject shares are under the custody of LDA Capital Ltd. The case is set for preliminary investigation and a conference is scheduled for 05 September 2023.

UPDATE:

The office of the City Prosecutor of Pasig City recommended the dismissal of the complaint dated December 19, 2023.
The effect(s) on the Issuer's business or operations, if any

None
Other Relevant Information

The amendment was made to give an update on the complaint of Mr. Serafica, Jr.
Filed on behalf by:
Name Raul Ma. Anonas
Designation Executive Vice President, Chief Operating Officer, Chief Information Officer (CIO) and SEC Compliance Officer