Dito Cme Holdings Corp.PSE: DITO

DITO CME Holdings Corp.: Private Placement and Share-for-Share Swap transactions – Additional Listing

· Issued by Dito Cme Holdings Corp.
NOTICE
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