Академический Документы
Профессиональный Документы
Культура Документы
DISCLOSURE DEPARTMENT
THE PHILIPPINE STOCK EXCHANGE, INC.
Philippine Stock Exchange Plaza,
Ayala Triangle, Ayala Avenue,
Makati City
Attention:
RE
Rationale for the transaction including the benefits which are exxpected to be accrued to the
issuer as a result of the transaction:
The share swap transaction is intended to rationalize the airline businesses of the Lucio Tan Group (i.e.
PAL and PAL Express, also known as Air Philippines) and bring the same under a single parent company
and within a single group of companies.
Description of the transaction including the timetable for implementation and related rugulatory
requirements, if any:
For and in consideration of 100% of the outstanding capital stock of Zuma currently owned by Cosmic
and Horizon, the Issuer shall issue in favor of said Cosmic and Horizon a total of1,647,959,186 shares
from out of its authorized but unissued capital stock at the rate of 19 PHI shares for every 1 Zuma share.
The transaction is an internal restructuring of the airline businesses of the Lucio Tan Group in order to
bring PAL and PAL Express (also known as Air Philippines) within a single group of companies. In
accordance with the Philippine Competition Act, the transaction will be submitted to the Philippine
Competition Commission (PCC) for confirmation that the same does not result in any prohibited activity
or anti-competition event. Currently pending with the Securities and Exchange Commission is an
application by Zuma to reduce its par value from P100 to P1. As soon as the PCC clears the transaction
and the Zuma application with the SEC shall have been approved, the parties shall proceed to execute
the relevant deeds of exchange.
Identities of the parties:
Name
Nature of Business
Cosmic Holdings
Corporation
Holding Company
Horizon Global
Investments, Ltd.
Investment
Company
the valuation report of Unicap, the indicative values were derived by averaging the values computed
using the Discounted Cash Flow , EV/EBITDA and P/E multiples methods and applying the multiples
of Comparable Public Companies. A discount of 20% to 30% was also applied to the peer group
multiples to account for the lack of liquidity of the shares and for the difference in size and scope of
operations.
Terms of payment:
Upon execution of the relevant documents, Issuer shall issue a total of 1,647,959,186 shares from out of
its authorized but unissued capital in exchange at an issue price of P5.00 per share in exchange for the
86,734,694 shares of Zuma held by Cosmic and Horizon. The issuance of Issuers shares in favor of
Cosmic and Horizon will await confirmation from the SEC of the valuation used.
Conditions precedent
The Swap Transaction is awaiting the approval by the SEC of the amendment of the par value of Zuma
an application for which which is pending with the SEC. In addition, the Issuer will await feedback from
the Philippine Competition Commission regarding the transaction.
Description of company subject of the transaction
(a) Nature and Business
Zuma, a holding company, owns 99.97% of Air Philippines Corporation which in turn, is engaged in the
air transportation of passengers and cargo.
Discussion of major projects and investments
Zuma is not engaged in any commercial activity apart from holding investments in Air Philippines
Corporation.
(c) List of Subsidiaries and affiliates, with percentage holdings
Air Philippines Corporation
99.97%
Number of shares
100,000,000 shares
Subscribed Shares
Type of Security
Common
Number of shares
86,734,694 shares
Paid Up Capital
Amount
P8,673,469,400.00
Amount
P8,673,469,400.00
Number of shares
86,734,694 shares
Issued Shares
Type of Security
Common
Amount
P8,673,469,400.00
Number of shares
86,734,694 shares
Outstanding Shares
Type of Security
Common
Amount
P8,673,469,400.00
Number of shares
86,734,694 shares
Par Value
Type of Security
Amount
Common
P100.00*
* Pending application with the SEC for reduction of par value to P1.00.
Ownership Structure (including percentage holdings)
Name
Number of shares % ownership
Cosmic Holdings Corporation
52,084,694
60
Horizon Global Investments Ltd. 34,650,000
40
Board of Directors
Name
Lucio C. Tan
Carmen K. Tan
Lucio K. Tan, Jr.
Michael G. Tan
Joseph Chua
(Regular or Independent)
Regular
Regular
Regular
Regular
Regular
Principal Officers
Name
Lucio C. Tan
Michael G. Tan
Ma. Cecilia L. Pesayco
Susan T. Lee
Position
Chairman/President
Treasurer
Corporate Secretary
Chief Financial Officer