Leisure & Resorts World : Comprehensive Corporate Disclosure on Issuance of Shares

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Apr 5, 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 [phone]9. 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

11. Indicate the item numbers reported herein Item 9

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 Swaps
or 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: Name of Subscriber/Investor; Number of Shares; Subscription Amount Colonial Group Holdings Corp.; 100,000,000; Php165,000,000 Euphonious Holdings Inc.; 230,000,000; Php379,500,000 Euhatan Holdings Inc.; 340,000,000; Php561,000,000 Leisure Advantage Inc.; 187,352,512; Php309,131,645 Globalist Technology Co. Ltd.; 90,000,000; Php148,500,000 Catchy Solutions Limited; 225,000,000; Php371,250,000 XII Capital Inc.; 100,000,000; Php165,000,000 TOTAL; 1,272,352,512; Php2,099,381,645 Euhatan Holdings Inc. ("Original Subscriber") shall no longer subscribe to its Subscribed Shares and have requested to be substituted or replaced by another qualified subscriber. Sagathy Holdings, Inc. ("Substituted Subscriber") expressed its interest to substitute and replace Euhatan Holdings Inc. In a special meeting of the Board of Directors held on 30 March 2022, the Board confirmed the substitution of the subscribers as well as the issuance to and subscription of the Substituted Subscribers to the unissued capital stock of LRWC at an issue price of Php1.65 per share as follows: Original Subscriber; Substituted Subscriber; Number of Subscribed Shares Euhatan Holdings Inc.; Sagathy Holdings, Inc.; 340,000,000 The Subscription Agreements expressly reserve the right of the subscribers to assign its right to subscribe to its affiliates, associates, or other third parties. Copies of the Subscriptions Agreements are attached herein.

Date of Approval by Board of Directors

Mar 7, 2022

Comprehensive Corporate Disclosure

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. The issuance of the Subscribed Shares was authorized by the Board of Directors of LRWC on March 7, 2022. The issuance is undertaken pursuant to the stockholders' approval obtained during the LRWC's Special Stockholders Meeting held on 07 January 2022. Payment of the Subscription Price to LRWC shall be fully paid by the subscribers within 90 days from signing of their respective Subscription Agreements: Name of Subscriber/Investor; Subscription Amount Colonial Group Holdings Corp.; Php165,000,000 Euphonious Holdings Inc.; Php379,500,000 Sagathy Holdings, Inc.; Php561,000,000 Leisure Advantage Inc.; Php309,131,645 Globalist Technology Co. Ltd.; Php148,500,000 Catchy Solutions Limited; Php371,250,000 XII Capital Inc.; Php165,000,000 The Subscription Agreements expressly reserve the right of the subscribers to assign its right to subscribe to its affiliates, associates, or other third parties. Upon full payment of the total subscription amount and after filing of the notice of exempt transaction with the Securities and Exchange Commission ("SEC"), and obtaining the SEC Approval, the shares shall be deemed issued to the respective investors. Upon issuance of the Subscribed Shares to the above subscribers, the documentary stamp tax shall be paid within the period provided for by law. LRWC shall be filing a notice of exempt transaction with the SEC and thereafter shall cause the filing of an application for additional listing of Subscribed Shares with the PSE. Aside from the disclosure requirements of the PSE and the SEC, there are no other regulatory requirements for the consummation of this transaction.

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: i. 50%-60% of the proceeds will be used to paying down LRWC's debts and existing obligations; and ii. 40%-50% will be used to support LRWC's expansion programs and working capital requirements.

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. Payment of the Subscription Price to LRWC shall be fully paid in cash or cash equivalents by the Subscribers within 90 days from the execution of their respective Subscription Agreements, subject to obtaining the SEC Approval.

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.

Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following

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; Mr. Eusebio H. Tanco, who is the Director and the President of Euphonious Holdings Inc., is a Director and the Chairman of LRWC; Mr. Paolo Martin O. Bautista, who is a Director of Euphonious Holdings Inc., is a Director of LRWC.
Sagathy Holdings, Inc.	Investment holding company	Mr. Eusebio H. Tanco, who is the Director and the President of Sagathy Holdings, Inc., is a Director and the Chairman of LRWC; Mr. Paolo Martin O. Bautista, who is a Director of Sagathy Holdings, Inc., is a Director of LRWC.
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

Organizational/Ownership Structure of Subscribers

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 (Sagathy Holdings, Inc.)	9,996	100
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., Sagathy Holdings, Inc., Leisure Advantage Inc., Globalist Technology Company Limited, Catchy Solutions Limited, and Leisure Advantage, Inc. have no personal interest in the proposed transaction. Mr. Eusebio H. Tanco is a Director and the President of Euphonious Holdings, Inc. and Sagathy Holdings, Inc. He is also a Director of LRWC. Likewise, Paolo Martin O. Bautista, a Director of Euphonious Holdings, Inc. and Sagathy Holdings, Inc. is also a Director of LRWC.

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 structure

Principal 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
Sagathy 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 Shares

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

Outstanding Shares

Type of Security /Stock Symbol	Before	After
Common Shares/LR	2,444,106,666	3,716,459,178
Preferred Shares/LRP	0	0

Treasury Shares

Type of Security /Stock Symbol	Before	After
Preferred Shares/LRP	1,650,000,000	377,647,488

Listed Shares

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: 1. Subscription Agreements of seven (7) subscribers 2. Audited Financial Statements ("AFS") of the subscribers a. 2019, 2020 AFS of Colonial Group Holdings Corp. b. 2018-2019, 2020 AFS of Euphonious Holdings Inc. c. 2019-2020 Income Statement of Globalist Technology Company Limited d. 2020-2021 Statement of Financial Position of Catchy Solution Limited e. 2020-2021 Statement of Financial Position of XII Capital Inc. f. 2016, 2017, and 2018 AFS of Leisure Advantage Inc. (latest) g. Certification from Treasurer reflecting the Financial Status of Sagathy Holdings, Inc. 3. General Information Statement, or its foreign equivalent, of the subscribers 4. Subscribers' Ownership Structure 5. Articles of Incorporation and By-Laws of Sagathy Holdings, Inc. Colonial Group Holdings Corporation Colonial Group Holdings Corporation was registered with the SEC only on 12 March 2019 under SEC Registration No. CS201903960. Thus, the Company has no AFS for FY2018 since the company has not yet been incorporated at that time. Globalist Technology Company Limited Globalist Technology Company Limited is a corporation that is organized and existing under the laws of Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Thus, we submit its Income Statement for years 2019-2020. Catchy Solution Limited Catchy Solution Limited is a corporation that is organized and existing under the laws of the Republic of Seychelles. LRWC is not aware whether the Republic of Seychelles requires its corporations to file and submit audited financial statements nor any document/s equivalent to the same. Thus, we submit its Statement of Financial Position for years 2020-2021. XII Capital Inc. XII Capital Inc. is a corporation that is organized and existing under the laws of the Republic of Seychelles. LRWC is not aware whether the Republic of Seychelles requires its corporations to file and submit audited financial statements nor any document/s equivalent to the same. Thus, we submit its Statement of Financial Position for years 2020-2021. Sagathy Holdings, Inc. Sagathy Holdings, Inc. was registered with the SEC on 22 March 2022 under SEC Registration No. 2022030046912-00. Thus, the Company has no AFS for the previous years. Re: Resulting Treasury Shares The resulting treasury shares is 377,647,488. Said figure is arrived at from deducting the shares subject of this private placement (i.e. 1,272,352,512) from the treasury shares. As mentioned, the treasury shares is pending SEC Approval for the reclassification to common shares. Re: Ownership Structure of LAI Prior to the private placement, Leisure Advantage, Inc. is a stockholder with 176,647,488 (7.31%) shares under its name. One of the directors (i.e. Renato Nunez) is the controlling stockholder of Leisure Advantage, Inc. (LAI) and is deemed to have an indirect beneficial interest in LR shares held by LAI. This amendment refers to the update pertaining to the substitution of Euhatan Holdings Inc. by Sagathy Holdings, Inc.

Filed on behalf by:

Name	Carol Padilla
Designation	Corporate Secretary