SAFETY AND EXCHANGES COMMISSIONSEC FORM 17-C
CURRENT ARTICLE 17 REPORT
OF THE SECURITIES REGULATORY CODE
AND CBC RULE 17.2(c)
1. Report Date (Date of first reported event) June 9, 20222. SEC Identification Number CS2005118163. BIR tax identification number 239-508-223-0004. Exact name of the issuer as specified in its charter 8990 Holdings, Inc.5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines6. Industry classification code (SEC use only) 7. Principal office address 11F Liberty Center, 104 HV Dela Costa, Salcedo Village, Makati City, PhilippinesPostal code12008. Issuer’s phone number including area code (632)84789659/85333915/853339179. Former name or address, if changed since last report N / A10. Securities registered pursuant to Articles 8 and 12 of the SRC or Articles 4 and 8 of the RSA
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Title of each class |
Number of Common Shares Outstanding and Amount of Outstanding Debt |
| Ordinary actions | 5,391,399,020 |
| Series A Preferred Shares | 50,000,000 |
| Series B Preferred Shares | 37,000,000 |
| Series A, B, C Corporate Bonds | 9,000,000,000 |
11. Indicate the article numbers reported here N / A
The Exchange does not warrant or assume any responsibility for the accuracy of the facts and statements contained in any corporate disclosures, including financial reports. All data contained herein is prepared and submitted by the Disclosing Party to the Exchange, and is being released for informational purposes only. Any questions about the data contained herein should be directed directly to the disclosing party’s corporate information officer.
8990 Holdings, Inc.HOUSING
Disclosure Form PSE 4-2 – Acquisition/Disposal of Shares of Another Company
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
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Purpose of disclosure |
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Acquisition of 68% of the outstanding common stock of Piccadilly Premier Land, Inc. (“Piccadilly”) by 8990 Holdings, Inc. (“8990”) |
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Background/Description of Disclosure |
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On June 9, 2022, 8990 entered into an investment agreement with Piccadilly, RDAK Land, Inc. (“RDAK”), Acrissor Development Corporation (“Acrissor”) and certain persons for the acquisition by 8990 of 68% of the common stock outstanding Piccadilly, with the understanding that RDAK and Acrissor will also sell identified assets and liabilities to Piccadilly. Piccadilly, RDAK and Acrissor are all reputable real estate developers who have successfully completed affordable projects in Cebu City. |
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Date approved by |
June 8, 2022 |
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Justification of the transaction, including the expected benefits for the issuer as a result of the transaction |
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The transaction is expected to expand 8990’s reach in real estate development by investing in a company with an existing portfolio of affordable projects. |
Details of acquisition or disposition
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Way |
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8990 has entered into an investment agreement for its acquisition of 994,160 ordinary shares, representing an aggregate of 68% of the issued and outstanding share capital of Piccadilly, for a total consideration of Php88,275,504.26 with the following sellers: a. RDAK – 438,910 shares The transaction is a share sale transaction which involves a transfer of assets and liabilities from RDAK and Acrissor to Piccadilly, and the transfer of real estate assets by certain persons to Piccadilly. |
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Description of the business to be acquired or sold |
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Piccadilly is a company organized and existing under the laws of the Philippines, which has successfully developed affordable projects in Cebu City. |
The terms and conditions of the transaction
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Number of shares to be acquired or sold |
994 160 |
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Percentage of total outstanding shares of the company being traded |
68 |
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Price per share |
88.79 |
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Nature and amount of consideration given or received |
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Php 88,275,504.26 in cash |
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Principle followed to determine the amount of consideration |
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The amount was determined taking into account the agreed valuation of Piccadilly as well as the identified assets and liabilities of RDAK and Acrissor as of March 15, 2022. |
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Payment terms |
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I. The amount of Php 44,137,752.13 or 50% of the total purchase price will be payable upon signing of the investment agreement. |
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Conditions precedent to closing the transaction, if any |
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I. Confirmatory due diligence regarding Piccadilly having been completed to the satisfaction of 8990; |
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Any other salient term |
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None. |
Identity of the person(s) from whom the shares were acquired or to whom they were sold
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Last name |
Nature of any material relationship with the issuer, its directors/officers or any of its affiliates |
| RDAK | None |
| Individual shareholders | None |
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Effect(s) on the Issuer’s business, financial position and operations, if any |
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The transaction is expected to expand 8990’s footprint in real estate development. |
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Other relevant information |
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Please find attached SEC Form 17-C regarding the acquisition. |
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Last name |
Maureen Christine Lizarondo |
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Designation |
Account User |
Disclaimer
8990 Holdings Inc. published this content on June 10, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Jun 10, 2022 03:11:07 UTC.
Public now 2022
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Evolution of the income statement
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