International Container Terminal Services : Acquisition or Disposition of Shares of Another Corporation
July 27, 2022 at 11:12 am IST
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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) Jul 27, 20222. SEC Identification Number 1472123. BIR Tax Identification No. 000-323-2284. Exact name of issuer as specified in its charter INTERNATIONAL CONTAINER TERMINAL SERVICES, INC.5. Province, country or other jurisdiction of incorporation Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office ICTSI Administration Building, Manila International Container Terminal, South Access Road, ManilaPostal Code10128. Issuer's telephone number, including area code +63 2 824541019. Former name or former address, if changed since last report Not applicable10. 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 Stock Outstanding (Current)
2,035,640,949
11. Indicate the item numbers reported herein 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.
International Container Terminal Services, Inc.ICT
PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
ICTSI to acquire majority ownership in a multi-purpose terminal in Lamongan Regency, East Java, Indonesia
Background/Description of the Disclosure
ICTSI signed on July 27, 2022 a Conditional Share Subscription and Purchase Agreement with Indo Port Holding Pte Ltd. and Eastlog Holding Pte Ltd to acquire majority ownership in PT East Java Development which has the concession rights, with 47 years remaining in its concession, to operate a multi-purpose terminal located in Lamongan Regency, East Java, Indonesia
Date of Approval by
Board of Directors
Jul 27, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The purchase will increase ICTSI's footprint within the growing APAC (Asia Pacific) region and provide further service offerings to its global and local customers.
Details of the acquisition or disposition
Date
TBA
Manner
Share purchase through the execution of a Conditional Share Subscription and Purchase Agreement
Description of the company to be acquired or sold
PT East Java Development is an Indonesian company with registered office at Gedung Menara Sudirman, Lt 18 C, Jalan Jendral Sudirman Kav. 60, Jakarta 12190, Indonesia. The company has the concession rights, with 47 remaining years in its concession, to operate a multi-purpose terminal located in Lamongan Regency, East Java, Indonesia
The terms and conditions of the transaction
Number of shares to be acquired or disposed
1,000,000
Percentage to the total outstanding shares of the company subject of the transaction
66.7
Price per share
US$46.5 per share
Nature and amount of consideration given or received
US$46,500,000.00
Principle followed in determining the amount of consideration
The amount of the consideration was negotiated and determined based on a discounted cash flow method.
Terms of payment
The purchase price will be paid in cash in multiple tranches over the next year.
Conditions precedent to closing of the transaction, if any
The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms
None
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name
Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Indo Port Holding Pte Ltd
None
Eastlog Holding Pte Ltd
None
Effect(s) on the business, financial condition and operations of the Issuer, if any
This transaction is expected to generate synergies and value-accretive returns for ICTSI's shareholders.
Other Relevant Information
None
Filed on behalf by:
Name
Arthur Tabuena
Designation
Treasury Director and Head of Investor Relations
Attachments
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Disclaimer
International Container Terminal Service Inc. published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 05:41:04 UTC.
International Container Terminal Services, Inc. is a Philippines-based independent terminal operator. The Company builds and operates origin and destination gateway terminals, which are fully equipped to handle international containerized dry cargoes, containerized refrigerated cargoes and non-containerized cargoes. The Company operates principally in one industry segment, cargo handling and related services. It has organized its business into three geographical segments: Asia, EMEA and Americas. Asia segment includes Manila, Zambales, Batangas, Laguna, Cavite, Davao, General Santos, Misamis Oriental, Indonesia and China. EMEA segment includes Poland, Georgia, Croatia, Madagascar, Pakistan, DR Congo and Iraq. Americas segment includes Brazil, Ecuador, Argentina, Mexico, Colombia and Honduras.