OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Mar 21, 20222. SEC Identification Number 131743. BIR Tax Identification No. 000-108-278-0004. Exact name of issuer as specified in its charter LEISURE & RESORTS WORLD CORPORATION5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 26/F West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig CityPostal Code16058. Issuer's telephone number, including area code (02) 8634-50999. 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 | 2,444,106,666 |
Preferred | 0 |
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.
Leisure & Resorts World CorporationLR PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swapsor Conversion of Liabilities/Debt into Equity)Reference: Rule on Additional Listing of Securities
Subject of the Disclosure |
Comprehensive Corporate Disclosure on the Issuance of Shares |
Background/Description of the Disclosure |
In a meeting held on March 7, 2022, the Board of Directors of Leisure & Resorts World Corporation ("LRWC") approved and authorized the issuance of One Billion Two Hundred Seventy Two Million Three Hundred Fifty Two Thousand Five Hundred Twelve (1,272,352,512) common shares from its unissued capital stock ("Subscribed Shares") at an issue price of Php1.65 per share ("Subscription Price") via private placement, subject to the approval of the amendment of LRWC's Articles of Incorporation for the reclassification of its unissued preferred shares into common shares by the Securities and Exchange Commission. The subscribers are the following: |
Date of Approval by Board of Directors | Mar 7, 2022 |
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements |
The transaction is a private placement of shares to be issued from LRWC's unissued capital stock particularly its unissued common shares, which were previously reclassified from its unissued preferred shares. The Subscribed Shares will come from the reclassification of the Preferred Shares to Common Shares. Such reclassification will be subject to the approval of the Securities and Exchange Commission of the amendment of the Amended Articles of Incorporation of LRWC (the "SEC Approval"). The application for reclassification is currently pending with the SEC. LRWC expects the application to be approved by SEC within 3-6 months. |
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction |
The proceeds from the subscription shall be used for the following purposes: |
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis |
Based on the stipulated subscription price of Php1.65 per share, LRWC shall raise the aggregate amount of Php2,099,381,645. |
The basis upon which the consideration or the issue value was determined |
The subscription price was based on a premium on the volume weighted average price of the Share thirty (30) days prior to the Special Stockholders' Meeting held on 07 January 2022. The Board approved the subscription price of Php1.65 per share in its Board Meeting held on 07 March 2021. |
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project |
The detailed work program and timetable of disbursements have yet to be finalized by LRWC. Similarly, the specific debts to be retired have not been finalized. After discussion and consultation with the various project participants and after careful deliberation by management, LRWC shall make the necessary disclosures for the information of the investing public. |
Beneficial Owners/Subscribers | Nature of Business | Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates |
Colonial Group Holdings Corp. | Investment holding company | Existing Shareholder |
Euphonious Holdings Inc. | Investment holding company | Existing Shareholder |
Euhatan Holdings Inc. | Investment holding company | N/A |
Leisure Advantage Inc. | Investment holding company | Existing Shareholder |
Globalist Technology Co. Ltd. | Investment holding company | Existing Shareholder |
Catchy Solutions Limited | Investment holding company | Existing Shareholder |
XII Capital Inc. | Investment holding company | Existing Shareholder |
Controlling Shareholders of Subscribers | Number of Shares Held | % |
Sherel Lou B. Reyes (Colonial Group Holdings Corp.) | 999,996 | 100 |
Eujo Phils., Incorporated (Euphonious Holdings Inc.) | 9,995 | 99.5 |
Eusebio H. Tanco (Euhatan Holdings Inc.) | 142,497 | 88 |
Alfredo Abelardo B. Benitez (Leisure Advantage Inc.) | 12,000 | 96 |
Ultra Prestige Investment Holdings Limited (Globalist Technology Co. Ltd.) | 100 | 100 |
Luen, Zhu de Andrew (Catchy Solutions Limited) | 1,000,000 | 100 |
Darwin Uy Chua (XII Capital Inc.) | 1 | 100 |
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets |
All the subscribers are Investment Holding companies with no actual operations other than holding of the investment assets. |
The interest which directors of the parties to the transaction have in the proposed transaction |
Except as provided below, the directors of LRWC, Colonial Group Holdings Corp., Euphonious Holdings Inc., Euhatan Holdings Inc., Leisure Advantage Inc., Globalist Technology Company Limited, Catchy Solutions Limited, and Leisure Advantage, Inc. have no personal interest in the proposed transaction. |
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders |
LRWC secured stockholders' approval during the Special Stockholders Meeting held on 07 January 2022 of the transaction. In particular, the stockholders approved the issuance of up to 1,555,893,334 common shares from the unissued capital stock through a private placement and the Board of Directors was granted the authority to implement the private placement including but not limited to the determination of the issue price and the subscriber or subscribers to the shares to be issued, subject to obtaining the SEC Approval. |
Any conditions precedent to closing of the transaction |
LRWC and the Subscribers agree that the issuance of the Shares, with all the rights arising therefrom, shall occur only upon full payment of the Subscription Price and upon obtaining the SEC Approval. |
Change(s) in the composition of the Board of Directors and Management |
At this point, there shall be no changes in the composition of the Board of Directors and the Management of LRWC. |
Effects on the following
Ownership structurePrincipal Shareholders | Before | After | ||
Number of shares | % | Number of shares | % | |
Euphonious Holdings, Inc. | 121,000,000 | 4.95 | 351,000,000 | 9.44 |
Colonial Group Holdings Corporation | 230,000,000 | 9.41 | 330,000,000 | 8.88 |
Globalist Technology Company Limited | 230,000,000 | 9.41 | 320,000,000 | 8.61 |
XII Capital Inc. | 230,000,000 | 9.41 | 330,000,000 | 8.88 |
Catchy Solution Limited | 110,000,000 | 4.5 | 335,000,000 | 9.01 |
Alfredo Abelardo B. Benitez | 256,401,979 | 10.49 | 256,401,979 | 6.9 |
Euhatan Holdings Inc. | 0 | 0 | 340,000,000 | 9.15 |
Leisure Advantage Inc. | 176,647,488 | 7.23 | 364,000,000 | 9.79 |
Others | 1,090,057,199 | 44.6 | 1,090,057,199 | 29.33 |
Capital structure
Issued SharesType of Security /Stock Symbol | Before | After |
Common Shares/LR | 2,444,106,666 | 3,716,459,178 |
Preferred Shares/LRP | 1,650,000,000 | 1,650,000,000 |
Type of Security /Stock Symbol | Before | After |
Common Shares/LR | 2,444,106,666 | 3,716,459,178 |
Preferred Shares/LRP | 0 | 0 |
Type of Security /Stock Symbol | Before | After |
Preferred Shares/LRP | 1,650,000,000 | 377,647,488 |
Type of Security /Stock Symbol | Before | After |
Common Shares/LR | 2,444,106,666 | 3,716,459,178 |
Preferred Shares/LRP | 1,650,000,000 | 1,650,000,000 |
Effect(s) on the public float, if any | Reduction of public float from 31.98% to 21.03% |
Effect(s) on foreign ownership level, if any | Reduction of foreign ownership from 39.90% to 37.40% |
Other Relevant Information |
Attached are copies of the following: |
Name | Carol Padilla |
Designation | Corporate Secretary |
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Disclaimer
Leisure and Resorts World Corporation published this content on 22 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2022 00:29:09 UTC.