PhilWeb Corp. has signed a share purchase agreement with JKS Tech Solutions Inc. for the sale of 4.85 percent of the listed company for P1.32 billion, while also buying a chunk of the company’s shares.
In its disclosure, JKS-a local B2B technology, platform, and digital infrastructure company-will buy 81.38 million of PhilWeb’s treasury common shares for P16.50 per share.
Philweb will first sell 20.34 million shares, which it already executed on Monday, for P335.69 million.
The company will then sell the remaining 61.03 million shares to JKS for P1 billion.
‘The second closing is subject to the satisfaction of the applicable conditions precedent, including the approval of the Securities and Exchange Commission of JKS’s proposed increase in authorized capital stock and the approval of the Philippine Stock Exchange for the applicable block sale,’ Philweb said in its disclosure.
JKS is currently serving licensed mid-market operators in the digital entertainment sector. It has an established operating presence in the Philippine market.
‘Its business is complementary to the company’s existing ecosystem and forms part of the company’s strategic investment initiatives,’ Philweb said.
The proceeds from the sale of the treasury shares will be used to partially fund the Philweb’s subscription for common B Shares of JKS.
‘The proceeds will also provide the company with additional financial flexibility to support its capital requirements, strategic investments, and other general corporate purposes,’ PhilWeb said.
PhilWeb has subscribed to 3.4 million common B shares of JKS at a subscription price of P394 per share, or for P1.34 billion.
PhilWeb Capital Corp., a wholly owned subsidiary of PhilWeb, will then subscribe to 7.31 million Common B shares of JKS at a subscription price of P394 per share for P2.88 billion.
The common B shares subject of the subscription agreements are to be issued out of the proposed increase in the authorized capital stock of JKS, which will have to be approved by its stockholders, the Securities and Exchange Commission and compliance with other applicable regulatory requirements.
Upon completion of the sale of PhilWeb’s treasury common shares to JKS, it will only have 146 remaining treasury common shares.
Following completion of the sale, and assuming no other changes in the company’s shareholdings, the its public ownership percentage will be approximately 26.59 percent based on the resulting outstanding common shares.
The transaction will not result in the issuance of new shares by the PhilWeb.