Premiere Horizon Alliance : Change in Number of Issued and/or Outstanding Shares
April 21, 2022 at 01:05 pm 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) Apr 21, 20222. SEC Identification Number 1475843. BIR Tax Identification No. 002-372-727-0004. Exact name of issuer as specified in its charter Premiere Horizon Alliance Corporation5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Unit 1705, East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig CityPostal Code16058. Issuer's telephone number, including area code (02) 8632 - 77159. 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 P 0.25 Par Value
5,096,541,496
11. Indicate the item numbers reported herein item No. 9 Other Item
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.
Premiere Horizon Alliance CorporationPHA
PSE Disclosure Form 4-11 - Change in Number of Issued and Outstanding Shares References: Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Change in Number of Issued and Outstanding Shares
Background/Description of the Disclosure
The PHA Board of Directors approved on 20 July 2021 a Put Option Agreement (POA) with LDA Capital Limited (Investor), a global investment group, to provide PHA with up to Two Billion Five Hundred Million Pesos (PhP2,500,000,000) in committed equity capital over the next thirty-six months.
In addition, the Board also approved the grant of a Call Option to LDA, which shall allow the Investor to purchase up to 133 million (133,000,000) common shares of the Company at an exercise price of PhP2.26 per share, a 133% premium on the average Volume Weighted Average Price (VWAP) in the last one and half months, exercisable any time during the term of the Agreement.
Under the Agreement, the Company will be able to access the equity financing by exercising Put Options. PHA has the right, but not the obligation, to draw down from this equity commitment with the first Put Option Notice (PON) to be done within 45 days. The number of shares PHA will issue on the Put Option will be based on the average shares traded volume every 15 trading days prior to the issuance of a PON. The issue price of the Put Option will be 90% of the average VWAP of the shares in the thirty trading days after the exercise of the Put Option. Transactions made under this agreement shall be subject to disclosure requirements of the Philippine Stock Exchange (PSE).
The total potential equity value is Php2.8 Billion for both the Put Options and Call Options. The number of shares will depend on the prices during the pricing period since these will be spread over a period of three years and subject to different pricing. But the total LDA subscription will not be more than 19.9% of issued and outstanding shares.
As disclosed on October 18, 2021, PHA signed a Subscription Agreement with LDA Capital Limited (LDA) on October 15, 2021. LDA subscribed to 70, 835,000 new primary shares of PHA at a subscription price of Php1.01 per share, which is the First Tranche of the issuance of the transaction. LDA remitted a total of Php71,543,350 as full payment for the subscribed shares.
The mentioned shares were issued by the Stock Transfer Agent and recorded in the books of the company on February 9, 2022.
Change(s) in Number of Issued and Outstanding Shares
Issued Shares
Type of Security /Stock Symbol
Before
After
PHA
5,096,541,496
5,167,376,496
Outstanding Shares
Type of Security /Stock Symbol
Before
After
PHA
5,096,541,496
5,167,376,496
Other Changes, if any
In percent
Before
After
Public float
41.73
42.53
Foreign Ownership level
3.8
5.12
Filed on behalf by:
Name
Paolo Antonio Martinez
Designation
Asst. Vice President, Group Financial Controller, Deputy Chief Information Officer, Data Protection Officer
Attachments
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Original Document
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Disclaimer
Premiere Horizon Alliance Corporation published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 07:34:01 UTC.
Premiere Horizon Alliance Corporation is a Philippines-based holding company for Premiere Horizon Alliance Corporation. The Company is engaged in business activities relating to entertainment, gaming, hotel and leisure. The Companyâs subsidiaries include Goshen Land Capital Inc., Premiere Georesources & Development Inc. (PGDI) and West Palawan Premiere Development Corporation (WPP). Goshen Land Capital Inc. is a homegrown real estate developer based in Baguio City, Philippines. It develops communities of low to mid-rise residential and commercial condominiums and offers lots and houses with budget-fit, flexible payment terms. PGDI is engaged in the business of construction works and earthworks for mining, real estate development, environmental protection and remediation, dam, dikes, flood control and reclamation, including quarrying, hauling, earthmoving, and heavy equipment rentals. WPP is a developer of a beach and mountain estate in the heart of Puerto Princesa City, Palawan.