SM INVESTMENTS CORPORATION OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Aug 1, 20222. SEC Identification Number 163423. BIR Tax Identification No. 000-169-020-0004. Exact name of issuer as specified in its charter SM Investments Corporation5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 10th Floor, One E-com Center, Harbour Drive, Mall of Asia Complex, Pasay CityPostal Code13008. Issuer's telephone number, including area code (632) 8857-01059. Former name or former address, if changed since last report --10. 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 | 1,226,114,338 |
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.
SM Investments CorporationSM PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 and/or Section 5 of the Revised Disclosure Rules
| Subject of the Disclosure |
Merger of Allfirst Equity Holdings, Inc. (Allfirst) and SM Investments Corporation (SMIC), with SMIC as surviving entity |
| Background/Description of the Disclosure |
On August 1, 2022, SM Investments Corporation (SMIC) received the approval from the Securities and Exchange Commission (SEC) on the merger of SMIC and Allfirst Equity Holdings, Inc., with SMIC as surviving corporation. Please refer to the attached Certificate of Filing of the Articles and Plan of Merger issued by the SEC on July 29, 2022. |
| Date of Approval by Board of Directors | Apr 1, 2022 |
| Date of Approval by Stockholders | Apr 27, 2022 |
| Other Relevant Regulatory Agency, if applicable | N/A |
| Date of Approval by Relevant Regulatory Agency | N/A |
| Date of Approval by Securities and Exchange Commission | Jul 29, 2022 |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
To invest directly in clean renewable energy-related production, which is a national priority and aligned with SMIC's commitments to environmental stewardship and to tackling climate change. |
| Description of the transaction including the timetable for implementation and related regulatory requirements, if any |
Merger of Allfirst and SMIC, with SMIC as the surviving entity as approved by the Board of Directors on 1 April 2022. |
| Name | Nature of Business | Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates |
| SM Investments Corporation | SMIC is a leading Philippine company that is invested in market-leading businesses in retail, banking, and property. It also invests in ventures that capture high growth opportunities in the emerging Philippine economy. | -- |
| Allfirst Equity Holdings, Inc. | Allfirst is the parent company of Philippine Geothermal Production Company, Inc. which carries on the general business of development and utilization of minerals, mineral oils, geothermal and other similar products. | SMIC has 19% ownership in Allfirst. Mr. Harley T. Sy, shareholder and director of SMIC, is a director and has 26.91% equity ownership in Allfirst. Ms. Elizabeth T. Sy, shareholder of SMIC, is a director and has 26.91% equity ownership in Allfirst. Mr. Hans T. Sy, shareholder of SMIC, has 26.92% equity ownership in Allfirst. Mr. Frederic D. DyBuncio, President and CEO of SMIC, owns 1 qualifying share as nominee director in Allfirst. |
| Plan of merger |
SMIC to issue 43 SMIC common shares in exchange for one (1) Allfirst common share or a total of 21.5M SMIC common shares, subject to fairness opinion by an independent appraiser. Out of the 21.5M SMIC common shares, 4.0M shares will be issued by SMIC to itself, and treated as treasury shares, and 17.4M shares will be issued to the other shareholders of Allfirst. |
| Ratio of exchange of shares |
SMIC to issue 43 SMIC common shares in exchange for one (1) Allfirst common share or a total of 21.5M SMIC common shares, subject to fairness opinion by an independent appraiser. Out of the 21.5M SMIC common shares, 4.0M shares will be issued by SMIC to itself, and treated as treasury shares, and 17.4M shares will be issued to the other shareholders of Allfirst. |
| Basis upon which the exchange ratio was determined |
Estimated appraised net asset value of Allfirst vs SMIC 60-day VWAP as of 31 March 2022 |
| Number of shares subject of the merger |
21.5M SMIC shares subject to fairness opinion by an independent appraiser |
| Timetable |
The timetable for implementation of the merger cannot be fixed as the same is subject to regulatory approval of the SEC. |
| Conditions precedent to closing of the transaction, if any |
Approval by stockholders of both SMIC and Allfirst. |
| Procedures for exchange |
TBA |
| Nature and business |
Allfirst is the parent company of Philippine Geothermal Production Company, Inc. which carries on the general business of development and utilization of minerals, mineral oils, geothermal and other similar products. |
| Discussion of major projects and investments |
N/A |
| Name | % Ownership |
| Philippine Geothermal Production Company, Inc. (effective ownership) | 100 |
Capital structure
Authorized capital stock| Type of Security /Stock Symbol | Amount | Number of Shares |
| Common | 50,000,000.00 | 500,000 |
| Type of Security /Stock Symbol | Amount | Number of Shares |
| Common | 50,000,000.00 | 500,000 |
| Amount | 50,000,000.00 |
| Number of Shares | 500,000 |
| Type of Security /Stock Symbol | Amount | Number of Shares |
| Common | 50,000,000.00 | 500,000 |
| Type of Security /Stock Symbol | Amount | Number of Shares |
| Common | 50,000,000.00 | 500,000 |
| Type of Security /Stock Symbol | Amount |
| Common | 100.00 |
| Name | Number of Shares | % Ownership |
| SM Investments Corporation | 94,999 | 19 |
| Hans T. Sy | 134,584 | 26.92 |
| Elizabeth T. Sy | 134,583 | 26.91 |
| Harley T. Sy | 134,583 | 26.91 |
| Adelia C. Cua | 625 | 0.13 |
| Asuncion J. Yap | 625 | 0.13 |
| Frederic C. Dybuncio | 1 | 0 |
| Name | (Regular or Independent) |
| Frederic C. DyBuncio | Regular |
| Elizabeth T. Sy | Regular |
| Harley T. Sy | Regular |
| Adelia C. Cua | Regular |
| Asuncion J. Yap | Regular |
| Name | Position/Designation |
| Frederic C. DyBuncio | Chairman/President |
| Elizabeth T. Sy | Vice President |
| Elizabeth Anne C. Uychaco | Treasurer |
| Arthur A. Sy | Corporate Secretary |
| Effect(s)/impact on the business, financial condition and operations of the Issuer |
The transaction will bring SMIC's ownership in Allfirst to 100%. The merger is expected to be EPS-accretive to shareholders of SMIC. |
| Other Relevant Information |
Earlier disclosure is being amended to indicate Date of Approval by Securities and Exchange Commission. |
| Name | Elmer Serrano |
| Designation | Corporate Secretary |
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SM Investments Corporation published this content on 02 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2022 01:39:06 UTC.
