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Aboitiz Equity Ventures, Inc. — M&A Activity 2024
Jun 18, 2024
76005_rns_2024-06-18_81124719-d57c-40a6-aa34-5adb58d12be3.pdf
M&A Activity
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June 14, 2024
via electronic mail
SECURITIES AND EXCHANGE COMMISSION
SEC Headquarters, 7907 Makati Avenue, Salcedo Village, Bel-Air, Makati City
ATTENTION : DIR. OLIVER O. LEONARDO
Markets and Securities Regulation Department
via PSE EDGE
PHILIPPINE STOCK EXCHANGE, INC.
PSE Tower, 28th Street, cor. 5th Avenue, Bonifacio Global City, Taguig City
ATTENTION : MR. NORBERTO T. MORENO
Officer-in-Charge, 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. SUZY CLAIRE R.SELLEZA
Head - Issuer Compliance and Disclosures Department
Gentlemen:
Please see attached 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,
SAMMY DAVE A. SANTOS
ABOITIZ EQUITY VENTURES INC.
By: SAMMY DAVE A. SANTOS Assistant Corporate Secretary
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 ) CONNIE G. CHU (02) 8 886-2800 Contact Person Company Telephone Number
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SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE (SRC) AND SRC RULE 17.2(c) THEREUNDER
1. June 14, 2024
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
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Philippines 6. Province, country or other jurisdiction of Industry Classification Code incorporation
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32nd Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines 1634 Address of principal office Postal Code
8. (02) 8 886-2800
Registrant’s telephone number, including area code
9. N/A
Former name or former address, if changed since last report
- 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 5,570,994,257 |
| Amount of Debt Outstanding (As of March 31, 2024) ~~P~~ 384,724,492,000.00 |
- Indicate the item numbers reported herein: 9
Item 9: Other Matters
On June 14, 2024, AEV, together with its real estate development arm, Aboitiz Land, Inc. (“AboitizLand”) entered into a share sale and purchase agreement with Ayala Land, Inc. (ALI) for the sale of AEV’s and AboitizLand’s shares in CDPEI.
Please see attached the PSE Disclosure Form 4-2 on Acquisition/Disposition of Share of Another Corporation containing the details of the transaction.
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.
By:
Sammy Dave A. Santos
Assistant Corporate Secretary
Date: June 14, 2024
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
| Aboitiz Equity Ventures Inc. (“AEV”, or the “Company”) to | ||
|---|---|---|
| Subject of the Disclosure | : | sell its shares in Cebu District Property Enterprise Inc. (“CDPEI”). |
| Background/Description of the Disclosure | : | On June 14, 2024, AEV, together with its real estate development arm, Aboitiz Land, Inc. (“AboitizLand”) entered into a share sale and purchase agreement with Ayala Land, Inc. (ALI) for the sale of AEV’s and AboitizLand’s shares in CDPEI. |
| Date of approval by the Board of Directors |
: | February 29, 2024 |
| 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 withthe Company’s strategy to optimize resource allocation and focus on specific segments of the real estate industry. |
| Details of the Acquisition or Disposition | ||
| Date | : | TBA |
| Manner | : | Execution of a Definitive Deed of Assignment of Shares upon fulfillment of customary conditions precedent. |
| Description of the company to be acquired or sold |
: | CDPEI is a joint venture company with the purpose of developing Gatewalk Central Superbloc, a mixed-used real estate development in Mandaue City, Cebu. |
| Terms and Conditions of the Transaction | ||
| Number of shares to be acquired or disposed |
: | Eighteen Million One Hundred Thousand (18,100,000) CDPEI Shares consisting of: ● One Million Eight Hundred Ten Thousand (1,810,000) Common Shares owned by AboitizLand; ● Sixteen Million Two Hundred Ninety Thousand (16,290,000) Series “A” Preferred shares owned by AEV. |
| Percentage to the total outstanding shares of the company subject of the transaction |
: | 50% |
| Price per share | : | Pesos: One Hundred (Php100.00) per share |
| Nature and amount of consideration given or received |
: | Pesos: One Billion Eight Hundred and Ten Million (PhP1,810,000,000.00), broken down as follows: ●One Hundred Eighty-One Million Pesos (PhP181,000,000.00) to be paid to AboitizLand for its |
| One Million Eight Hundred Ten Thousand (1,810,000) common shares; and ●One Billion Six Hundred Twenty-Nine Million Pesos (PhP1,629,000,000.00) to be paid to AEV for its Sixteen Million Two Hundred Ninety Thousand (16,290,000) Series “A” Preferred Shares. |
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|---|---|---|
| Principle followed in determining the amount of consideration |
: | Valuation undertaken by the parties internally following due diligence review. |
| Terms of Payment | : | Cash payment in tranches. |
| Conditions precedent to closing of the transaction, if any |
: | Customary conditions precedent, including the necessary regulatory approvals from the (i) Securities and Exchange Commission on CDPEI’s increase in authorized capital stock and (ii) the Philippine Competition Commission. |
| Any other salient terms | : | None. |
| Identity of the person(s) from whom the as | sets | were acquired or to whom they were sold |
| Name | : | Ayala Land, Inc. |
| Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates |
: | None. |
| Effect (s) on the business, financial condition and operations of the Issuer, if any |
: | None. |
| Other relevant Information | : | None. |