DITO CME Holdings Corp.: Private Placement and Share-for-Share Swap transactions – Additional Listing
February 01, 2022 at 10:49 pm EST
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Subject
DITO CME Holdings Corp.: Private Placement and Share-for-Share Swap transactions - Additional Listing
Company Name
DITO CME Holdings Corp.
Security Details
Type of Security
Stock Symbol
Par Value
Common Shares
DITO
Php 1.00
Type of Transaction(s)
Private Placement ("PP") and Share-for-Share Swap ("Share Swap") transactions
Date of PSE Approval
Dec 3, 2021
Transaction Ratio (if applicable)
Please see below
Transaction Value
PP: Php1,281,409,455.55 and Share Swap: Php68,432,000,000.00
Details of the Transaction
Subscriber
Consideration
Transaction Price
Stock Symbol
Number of Shares Issued
Dennison Holdings Corporation
PP: Cash
Php1.45
DITO
883,730,659
Udenna Corporation ("UC")
Share Swap: 10,000,000 common shares of Udenna Communications, Media and Entertainment Corp. ("UCME")
Php6.11
DITO
11,200,000,000
Lock-up Details (if applicable)
Duration of Lock-up
-
Applicable Lock-up Rule
-
Escrow Agent
-
Date of Execution of Escrow Agreement
N/A
Details of the Mandatory Lock-up
Name of Shareholder
No. of Shares
Stock Symbol
Percentage
-
-
-
-
Details of the Voluntary Lock-up (if applicable)
Name of Shareholder
No. of Shares
Stock Symbol
Percentage
-
-
-
-
Shares to be Listed
Stock Symbol
No. of Shares
DITO
12,083,730,659
Tradable Shares
Stock Symbol
No. of Shares
DITO
12,083,730,659
Listing Date
Feb 4, 2022
Adjustments
Issued Shares (if applicable)
Type of Security / Stock Symbol
Before
After
DITO
14,035,000,000
14,035,000,000
Outstanding Shares (if applicable)
Type of Security / Stock Symbol
Before
After
DITO
14,035,000,000
14,035,000,000
Listed Shares
Type of Security / Stock Symbol
Before
After
DITO
1,916,269,341
14,000,000,000
Other Relevant Information
Private Placement transaction
On August 15, 2018, DITO CME Holdings Corp.'s ("DITO" or the "Company"), formerly ISM Communications Corporation ("ISM"), Board of Directors (the "Board") approved the subscription via Private Placement by Dennison Holdings Corporation (then owned by Sps. Dennis A. Uy and Cherrylyn C. Uy) to 883,730,659 DITO unissued common shares ("Private Placement Shares"), with a subscription price of Php 1.45 per share or a total subscription of Php 1,281,409,455.55.
Please refer to the relevant disclosures of the Company on the following dates:
1. C05618-2018 dated August 16, 2018;
2. C05874-2018 dated August 31, 2018; and
3. C05873-2018 dated August 31, 2018.
Share-for-Share Swap transaction
On November 9, 2020, the Company's Board approved the subscription by UC to 11,200,000,000 DITO common shares ("Swap Shares") at the issue price of Php 6.00 to Php 6.90 per share in exchange for 100% of shares held by UC in its subsidiary, Udenna Communications, Media and Entertainment Corp. The final transaction price for the share swap is Php 6.11.
The Swap Shares were issued out of the increase in DITO's authorized capital stock which was approved by the Securities and Exchange Commission on August 19, 2021.
Please refer to the relevant disclosures of the Company on the following dates:
1. C07857-2020 dated November 10, 2020;
2. C07888-2020 dated November 11, 2020;
3. C01507-2021 dated March 9, 2021;
4. C01523-2021 dated March 10, 2021; and
5. C05724-2021 dated August 18, 2021.
The Company has complied with the applicable requirements of the Exchange for the listing of the Private Placement Shares and Swap Shares. The number of DITO's listed shares will be accordingly adjusted on the listing date.
For your information and guidance.
Filed on behalf by:
Name
Norberto Moreno Jr.
Designation
Listings Department
Attachments
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Original Document
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Disclaimer
Dito CME Holdings Corporation published this content on 02 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2022 03:48:01 UTC.
DITO CME Holdings Corp. is a Philippines-based holding and investment company. The Company is focused on identifying and capitalizing differentiated investment opportunities within the information and communications technology sector. The Company has diverse assets held through operating companies involved in telecommunications, digital platforms and applications, media and content, and analytics and digital infrastructures. The Companyâs portfolio consists of Unalytics, DITO TELECOMMUNITIES, LUNA Academy and Acuity Global. Unalytics offers data and advanced analytics solutions. Unalytics offers compliance as a service, conversational analytics, results as a service, data as a service, and Unalytics hub. DITO provides Filipinos with data. LUNA Academy is an online learning platform that provides skills training with partners, including Microsoft, Amazon Web and Alibaba Cloud tailored to the Philippine market. Acuity Global is a media solutions company.