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Aboitiz Equity Ventures, Inc. — M&A Activity 2021
May 3, 2021
76005_rns_2021-05-03_aa37b34c-55a4-4410-9797-031b6a20640d.pdf
M&A Activity
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April 30, 2021
via electronic mail
SECURITIES AND EXCHANGE COMMISSION
Secretariat Building, PICC Complex Roxas Boulevard, Pasay City, 1307
ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO, JR. Markets and Securities Regulation Department
via PSE EDGE
PHILIPPINE STOCK EXCHANGE, INC.
3rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City
ATTENTION : MS. JANET A. ENCARNACION Head, Disclosure Department
via electronic mail
PHILIPPINE DEALING & EXCHANGE CORP.
Market Regulatory Services Group 29th Floor BDO Equitable Tower 8751 Paseo de Roxas, Makati City
ATTENTION : ATTY. MARIE ROSE M. MAGALLEN-LIRIO Head - Issuer Compliance and Disclosures Department
Gentlemen:
Attached is the SEC Form 17-C (Current Report) of Aboitiz Equity Ventures, Inc. filed in compliance with the Securities Regulation Code, its 2015 Implementing Rules and Regulations, the Revised Disclosure Rules of the Philippine Stock Exchange (PSE), and the Issuer Disclosure Operating Guidelines of the Philippine Dealing Exchange Corp. (PDEx).
Kindly acknowledge receipt hereof.
Thank you.
Very truly yours,
ABOITIZ EQUITY VENTURES INC.
SAMMY DAVE A. SANTOS
Assistant Corporate Secretary
ABOITIZ EQUITY VENTURES INC.
By:
SAMMY DAVE A. SANTOS Assistant Corporate Secretary
NAC Tower, 32nd Street, Bonifacio Global City, Taguig 1634, Metro Manila, Philippines Tel: (632) 886-2800 | Fax: (632) 886-2404 | www.aboitiz. com
COVER SHEET
| C E O 2 5 3 6 |
|---|
| S.E.C. Registration Number |
| A B O I T I Z E Q U I T Y V E N T U R E S I N C . |
| ( Company's Full Name ) |
| 3 2 N D S T R E E T , B O N I F A C I O G L O B A L |
| C I T Y , T A G U I G C I T Y , M E T R O M A N I L A |
| P H I L I P P I N E S |
| (Business Address: No. Street City / Town / Province ) |
| MANUEL ALBERTO R. COLAYCO (02) 886-2338 |
| Contact Person Company Telephone Number |
| 4th Mondayof April |
| 1 2 3 1 1 7 - C 0 4 2 6 |
| Month Day FORM TYPE Month Day |
| Fiscal Year Annual Meeting |
| N/A Secondary License Type, if Applicable SEC N/A |
| Dept. Requiring this Doc Amended Articles Number/Section |
x |
| Total No. of Stockholders Domestic Foreign |
| - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
To be accomplished by SEC Personnel concerned
| File Number | LCU |
|---|---|
| Document I.D. | Cashier |
| S T A M P S |
Remarks = Pls. use black ink for scanning purposes
SECURITIES & EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE (SRC) AND SRC RULE 17.2(c) THEREUNDER
- April 30, 2021 Date of Report (Date of earliest event reported) 2. SEC Identification Number CEO2536 3. BIR TIN 003-828-269-V 4. ABOITIZ EQUITY VENTURES INC. Exact name of registrant as specified in its charter 5. Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. 32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines __ 1634 Address of principal office Postal Code 8. (02) 886-2800 Registrant’s telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to 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 ~~P1~~ Par Value 5,630,225,457 Amount of Debt Outstanding (December 31, 2020) ~~P3~~ 30,140,809,000.00 11. Indicate the item numbers reported herein: 9 Item 9 : Other Events
Please see attached PSE Disclosure Form 4-2 on Acquisition/Disposition of Share of Another Corporation.
SIGNATURE (S)
Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ABOITIZ EQUITY VENTURES INC.
Sammy Dave A. Santos
Assistant Corporate Secretary
ABOITIZ EQUITY VENTURES INC. By: Sammy Dave A. Santos Assistant Corporate Secretary
Date: April 30, 2021
PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
DISCLOSURE
Acquisition/Disposition of Shares of Another Corporation
| Subject of the Disclosure Background/Description of the Disclosure |
: : |
Aboitiz Land, Inc. (“AboitizLand”) sells its 50% equity stake in Cebu Homegrown Development, Inc.(“CHDI”). AboitizLand, a wholly-owned subsidiary of Aboitiz Equity Ventures Inc. (“AEV”), entered into a Share Sale and Purchase Agreement with Ixidor Holdings, Inc. (“Ixidor”) for the sale by AboitizLand of its entire 50% equity ownership interest in CHDI to Ixidor. |
|---|---|---|
| Date of approval by the Board of Directors |
: | 05 April 2021 Final approval by the AboitizLand Board of Directors. Please see “Other Relevant Information” for more details. |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
: | The transaction is aligned with the Aboitiz Group’s strategic direction for its residential real estate business of focusing on horizontal projects. |
| Details of the Acquisition or Dispositio | n |
|
| Date | : | April 30, 2021 |
| Manner | : | Execution of a Share Sale and Purchase Agreement byand between Aboitizland and Ixidor. |
| Description of the company to be acquired or sold Terms and Conditions of the Transacti |
: on |
CHDI was a joint venture between Cebu Landmasters, Inc. and AboitizLand. It is engaged in the development of mixed-use vertical projects in Cebu. |
| Number of shares to be acquired or disposed |
: | 435,000,000 |
| Percentage to the total outstanding shares of the company subject of the transaction |
: | 50% |
| Price per share | : | (i) Common Shares at Php 0.01; (ii) Redeemable Preferred Shares without additional paid-in capital (“APIC”) at Php 0.98; and (iii) Redeemable Preferred Shares with APIC at Php45.72. |
| Nature and amount of consideration given or received |
: | Total Transaction Price: Php 609,000,000.00 |
PSE Disclosure Form 4-2 – Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
| (Php 430,000.00 for 43,000,000 Common Shares; Php 379,965,833.04 for 387,000,000 Redeemable Preferred Shares without APIC; and Php 228,604,166.96 for 5,000,000 Redeemable Preferred Shares with APIC) |
||
|---|---|---|
| Principle followed in determining the amount of consideration |
: | The valuation was agreed taking into account the value of the properties of CHDI and the market climate. |
| Terms of Payment | : | One time cash payment on closing. |
| Conditions precedent to closing of the transaction, if any |
: | Customary conditions precedent for transactions of similar nature (e.g., submission of corporate approvals). |
| Any other salient terms | : | None |
| Identity of theperson(s) from whom t | he | assets were acquired or to whom they were sold |
| Name | : | Ixidor Holdings, Inc. |
| Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates |
: | Interlocking director with AEV - Mr. Erramon I. Aboitiz |
| Effect (s) on the business, financial condition and operations of the Issuer, if any |
: | The transaction is not material to the business, financial condition, and operations of AEV. |
| Other relevant Information | : | Although, the transaction is not a Material Related Party Transaction (“RPT”), as defined under SEC MC No. 10. series of 2019, pursuant to the Company’s RPT policy it was presented to the Company’s RPT Committee on February 16, 2021 and endorsed to the Company’s Board for approval, which was obtained on March 5, 2021, subject to the final approval by the AboitizLand Board. |