OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Mar 24, 20222. SEC Identification Number 406213. BIR Tax Identification No. 000-284-1384. Exact name of issuer as specified in its charter Apex Mining Co., Inc.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 3304B West Tower, Tektite Towers, Exchange Road, Ortigas CentrePostal Code16058. Issuer's telephone number, including area code +632-8706-28059. Former name or former address, if changed since last report N/A10. 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 share | 6,227,887,491 |
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.
Apex Mining Co., Inc.APX PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
Subject of the Disclosure |
Change in Controlling Shareholder of Apex Mining Co., Inc. ("APX") |
Background/Description of the Disclosure |
Prime Strategic Holdings Inc. ("Prime") which had 40.32% shares in APX, acquires controlling shares in two companies which own 6.81% and 7.62% shares in APX, bringing the total APX shares that Prime controls, directly and indirectly, to 54.75% voting interest in APX |
Rationale for the transaction |
The additional indirect shareholdings of Prime, which is a part of the Razon Group, in APX will further strengthen APX. APX will become a subsidiary of Prime. |
Description of the transaction |
On 27 April 2018, Prime assigned its receivables in the total amount of Php 50,950,043.00 to Devoncourt Estates Inc. ("Devoncourt") as payment for Prime's subscription to 4,900,000.00 shares in Devoncourt out of the increase in the authorized capital stock of Devoncourt. Devoncourt's increase in capital was approved by the SEC on 12 March 2021 and as a result thereof Prime holds 98.00% of the total shares of Devoncourt. Devoncourt holds 423,904,339 common shares equivalent to 6.81% of the total outstanding shares of APX. |
Name | Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates |
Prime Strategic Holdings Inc. ("Prime") | Prime is an existing Stockholder of APX holding 40.32% of the total outstanding shares of APX prior to the Tender Offer |
Name | Number of Shares | % to Total Number of Outstanding Shares |
No shareholder held a controlling share prior to the Tender Offer | - | - |
Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control | 3,409,851,703 |
Percentage to total number of shares of voting securities | 54.75 |
Amount and source of consideration used by such person(s)/entity(ies) | Prime assigned its receivables in the total amount of Php 50,950,043.00 to Devoncourt as payment for Prime's subscription to 4,900,000.00 shares in Devoncourt out of the increase in the authorized capital stock of Devoncourt. Prime assigned its receivables in the total amount of Php73,006,148 to Lakeland as payment for Prime's subscription to 4,900,000.00 shares in Lakeland out of the increase in the authorized capital stock of Lakeland. |
Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters |
None |
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents |
None |
The interest which directors of the parties have in the proposed transaction |
None except for the interest in the transaction of Jose Eduardo J. Alarilla who was the original controlling stockholder and a director of Lakeland and Devoncourt who gave up control of the two companies (and the shares they hold in APX) in favor of Prime and Enrique K. Razon, Jr. who is the CEO, director and the ultimate controlling stockholder of Prime. |
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
The Tender Offer was conducted by Prime as required under Rule 19 of the Securities Regulation Code. The robust corporate governance rules protecting minority shareholders in APX are intact. |
Effects on the following
Ownership structurePrincipal Shareholders | Before | After | ||
Number of shares | % | Number of shares | % | |
PRIME STRATEGIC HOLDINGS, INC. | 2,511,329,207 | 40.32 | 2,511,333,765 | 40.32 |
DEVONCOURT ESTATES, INC. | 423,904,339 | 6.81 | 423,904,339 | 6.81 |
LAKELAND VILLAGE HOLDINGS, INC. | 474,613,599 | 7.62 | 474,613,599 | 7.62 |
MONTE ORO RESOURCES & ENERGY, INC. | 555,133,447 | 8.91 | 555,133,447 | 8.91 |
Capital structure
Issued SharesType of Security/Stock Symbol | Before | After |
APX | 6,227,887,491 | 6,227,887,491 |
Type of Security/Stock Symbol | Before | After |
APX | 6,227,887,491 | 6,227,887,491 |
Type of Security/Stock Symbol | Before | After |
APX | 0 | 0 |
Type of Security/Stock Symbol | Before | After |
APX | 6,152,562,788 | 6,152,562,788 |
Effect(s) on the public float, if any | NONE |
Effect(s) on foreign ownership level, if any | NONE |
Other Relevant Information |
NONE |
Name | Billy Torres |
Designation | VP Finance, Treasurer and Compliance Officer |
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Apex Mining Co. Inc. published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 09:07:05 UTC.