C01784-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 7,094,870,664 |
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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Acquisition of 60% of Outstanding Shares of Catuiran Hydropower Corporation. |
Background/Description of the Disclosure |
On March 25, 2024, Cosco Capital, Inc. (“Cosco”) finalized its acquisition of 60% outstanding shares of Catuiran Hydropower Corporation (Catuiran) at a price below 10% of Cosco’s total book value. |
Date of Approval by Board of Directors |
Dec 14, 2023 |
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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 acquisition of Catuiran will provide an opportunity for Cosco Capital, Inc. to engage in another profitable line of business while contributing to the country's economic development, which aligns with the government's thrust toward creating more sustainable energy sources. |
Date | Mar 25, 2024 |
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Manner |
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Cosco paid cash to Union Energy Corporation in exchange of 60% of its shareholdings in Catuiran. The total consideration is below 10% of Cosco's total book value as of December 31, 2023. |
Description of the company to be acquired or sold |
Catuiran Hydro Power Corporation was incorporated and registered with the Securities and Exchange Commission on April 20, 2012, and is primarily engaged in the business of building, constructing, operating and maintaining power plant. |
Number of shares to be acquired or disposed | 360,000,003 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | P1.533 |
Nature and amount of consideration given or received |
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By cash; total amount is below 10% of Cosco's total book value as of December 31, 2023. |
Principle followed in determining the amount of consideration |
The amount of consideration determined on the basis of PE multiples of projected net income. |
Terms of payment |
One-time payment. |
Conditions precedent to closing of the transaction, if any |
The transaction was noted as not subject to compulsory notification by the Philippine Competition Commission. |
Any other salient terms |
None. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Union Energy Corporation | Mr. Lucio Co and Mrs. Susan Co (Cosco Capital Stockholders and Directors) beneficially own majority of the stocks of Union Energy Corporation. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Cosco' acquisition of Catuiran will bring an additional profitable business operating segment to the Group. |
Other Relevant Information |
This disclosure is made to update the Company's disclosure dated December 19, 2024 via Circular No. C08804-2023, specifically providing details on the date of the closing of transaction, price per share, nature and amount of consideration and terms of payment. SEC Form 17-C for this disclosure is attached. |
Name | Candy Dacanay-Datuon |
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Designation | Assistant Corporate Secretary / Compliance Officer |