8990: Acquisition or disposal of shares of another corporation







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

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

Purpose of disclosure

Acquisition of 68% of the outstanding common stock of Piccadilly Premier Land, Inc. (“Piccadilly”) by 8990 Holdings, Inc. (“8990”)

Background/Description of Disclosure

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.

Date approved by
board of directors

June 8, 2022

Justification of the transaction, including the expected benefits for the issuer as a result of the transaction

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

Way

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
b. Individual shareholders – 555,250 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.

Description of the business to be acquired or sold

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

Number of shares to be acquired or sold

994 160

Percentage of total outstanding shares of the company being traded

68

Price per share

88.79

Nature and amount of consideration given or received

Php 88,275,504.26 in cash

Principle followed to determine the amount of consideration

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.

Payment terms

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.
ii. The balance of Php44,137,752.13 or the remaining 50% will be paid upon issuance by the Bureau of Internal Revenue (“BIR”) of the certificate authorizing the registration of the shares purchased by 8990 from the various selling shareholders and its presentation to 8990 , execution of joint venture agreements for Guba, Bayanihan Flats Mactan 1 and Bayanihan Flats Mactan 2, execution of acts of
Transfer of all assets from Schedule “C” of the Investment Agreement, and complete transfer of all assets from Section 4 of the Investment Agreement.

Conditions precedent to closing the transaction, if any

I. Confirmatory due diligence regarding Piccadilly having been completed to the satisfaction of 8990;
ii. The certificate authorizing the registration of the purchased shares in question has been approved and issued by the BIR district
iii. Consummated transfer of the ownership of the goods mentioned in clause 10.1 (kk) of the investment agreement to Piccadilly free of all liens and encumbrances,
iv. Other conditions precedent usual for transactions of this nature

Any other salient term

None.

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Last name

Nature of any material relationship with the issuer, its directors/officers or any of its affiliates

RDAK None
Individual shareholders None

Effect(s) on the Issuer’s business, financial position and operations, if any

The transaction is expected to expand 8990’s footprint in real estate development.

Other relevant information

Please find attached SEC Form 17-C regarding the acquisition.

Filed on behalf of:

Last name

Maureen Christine Lizarondo

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

All the news from 8990 HOLDINGS, INC.

Sales 2021 20,358 million
385 million
385 million
Net income 2021 7,215 million
136 million
136 million
Net debt 2021 29,412M
556M
556M
PER 2021 ratio 9.10x
2021 performance 1.77%
Capitalization 55,639 million
1,051 million
1,051 million
EV / Sales 2020 5.38x
EV / Sales 2021 4.43x
# of employees 554
Floating 30.3%

Chart 8990 HOLDINGS, INC.


Duration :

Period :




8990 Holdings, Inc. Technical Analysis Chart |  MarketScreener



Evolution of the income statement


Comments are closed.