[Amend-1]Philippine Estates Corporation: Stock Rights Offering – Additional Listing
December 24, 2021 at 04:57 am
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NOTICE
Subject
Philippine Estates Corporation: Stock Rights Offering - Additional Listing
Company Name
Philippine Estates Corporation
Security Details
Type of Security
Stock Symbol
Par Value
Common Shares
PHES
Php1.00
Type of Transaction
Stock Rights Offering
Reference(s)
LN00369-2021 and LN00370-2021 both dated December 3, 2021
Ratio
One Rights Share for every One Common Share held
Ex-Date
Nov 26, 2021
Record Date
Dec 2, 2021
Offer Price
Php1.00
Payment Terms
Please see below.
Summary of the SRO Results
Stock Symbol
No. of Rights Shares
First Round
PHES
583,863,590
Second Round
PHES
210,000,000
Underwriter's Take-up (if applicable)
PHES
-
Date of Approval of Increase in Capital Stock (if applicable)
N/A
Rights Shares to be Listed
Stock Symbol
No. of Rights Shares to be Listed
PHES
11,252,000
Fully-Paid and Tradable Rights Shares
Stock Symbol
No. of Rights Shares
PHES
11,252,000
Listing Date
Dec 24, 2021
Adjustments
Issued Shares (if applicable)
Type of Security / Stock Symbol
Before
After
PHES
1,445,549,830
2,891,099,660
Outstanding Shares (if applicable)
Type of Security / Stock Symbol
Before
After
PHES
2,891,099,660
2,891,099,660
Listed Shares
Type of Security / Stock Symbol
Before
After
PHES
1,445,549,828
1,456,801,830
Other Relevant Information
As of December 22, 2021, the Company has complied with the applicable listing requirements of the Exchange.
The Rights Offer Period ended December 13, 2021 and the Company advised the Exchange on the results of the Offer, supported by a Sworn Corporate Secretary's Certificate dated December 22, 2021 attesting to the following:
Number of Rights Shares subscribed in the First Round: 583,863,590
Number of Rights Shares subscribed in the Second Round: 210,000,000
Number of Rights Shares taken up by The Wellex Group, Inc., the Principal Shareholder: 651,686,240
This certificate further stated that:
"… the Offer Shares have been fully subscribed with 16,220,900 rights shares are fully paid and 1,429,328,930 rights shares are partially paid. Of these shares, 1,370,896,130 shares were subscribed by the Principal Shareholder and other related parties.
. . . .
Listing of fully paid shares of related parties are pending subject to completing the Mandatory Tender Offer of The Wellex Group, Inc."
Further, in a letter dated December 20, 2021, the Company informed the Exchange that:
"… as a result of the Rights Offer, the ownership of Wellex and its affiliates resulted in ownership of over fifty percent (50.0%) of the total outstanding equity securities of PHES, Wellex is required to make a tender offer under Sec 19.2.5 of the SRC for all the outstanding equity securities to all remaining stockholders of PHES at a price supported by a fairness opinion provided by an independent financial advisor or equivalent third party."
There will be a total of 11,252,000 fully-paid Rights Shares that will be listed on listing date. The remaining balance of partially-paid shares should be paid on or before October 31, 2022.
Please see LN00401-2021 dated December 22, 2021 for further details.
Likewise, as part of the Exchange's reconciliation on the number of issued, outstanding and listed shares, an additional two (2) shares were added to the Company's listed shares.
This notice is being amended to update the total number of issued shares.
For your information and guidance.
Filed on behalf by:
Name
Norberto Moreno Jr.
Designation
Listings Department
Attachments
Original Link
Original Document
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Disclaimer
Philippine Estates Corporation published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 04:56:05 UTC.
Philippine Estates Corporation is a real estate developer. The principal activity of the Company is to engage in the business of holding and developing real estate or other properties for industrial, commercial, residential, leisure or sports purposes, and in pursuance thereof, to acquire by purchase, lease or otherwise, real estate and/or appurtenant properties and/or interest therein. The Company's segments include Metro Manila, which includes industrial part and condominium projects; Other Luzon Areas, such as Bulacan and Cavite, which includes subdivision development; Cebu, which includes subdivision, mixed-use and condominium projects; Iloilo, which includes subdivision, mixed-use and condominium projects, and Davao, which includes an administrative office. Its completed project includes Pacific Grand Townhomes, Pacific Grand Villas, Chateaux Geneva, Metro-Tech Industrial Park Valenzuela, and Pearl of The Orient Tower.