SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Aug 9, 20222. SEC Identification Number
1687363. BIR Tax Identification No.
000-583-363-0004. Exact name of issuer as specified in its charter
EasyCall Communications Philippines, Inc.5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office
The Penthouse, Four/NEO (formerly Net Quad) Bldg., 4th Avenue corner 30th Street, E-Square Crescent Park West, Bonifacio Global City, TaguigPostal Code16348. Issuer's telephone number, including area code
(02) 8830-88889. Former name or former address, if changed since last report
N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
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Title of Each Class
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Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
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| Common Shares |
150,000,000 |
11. Indicate the item numbers reported herein
Item #9 Other Events
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.
EasyCall Communications Philippines, Inc.ECP
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules|
Subject of the Disclosure
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Easycall Communications Philippines, Inc. (ECP) has completed the necessary requirements to acquire 100% of the total issued and outstanding shares of Transnational E-Business Solutions, Inc. (TESI).
Signing of transaction documents were completed on 2022 January 01, and full payment was completed on 2022 January 14.
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Background/Description of the Disclosure
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At the regular meeting held on 2021 December 02, the Board of Directors unanimously approved the following:
1. The acquisition of 1,000,000 shares of Transnational E-Business Solutions, Inc. ("TESI") based on the book value of
TESI as of 2021 June 30 interim audited financial statement in the amount of P162,925,694.00 or P162.925694 per
share, resulting in ECP acquiring 100% of TESI. TESI is engaged in the business of Information Technology (IT)
services, including software development, software as a service, and information technology outsourcing, among others.
The acquisition of TESI will further enhance the products and service offerings of ECP as a technology company. TESI is
owned 50% by Transnational Diversified Corporation ("TDC") and 50% by TDG Ventures, Inc. ("TVI"). ECP is 88.03%
owned by TVI while TVI is 88.24% owned by TDC. A related parties transaction report will be filed by ECP once the sale
transaction is concluded which is scheduled early January 2022.
2. To obtain bank loans and/or shareholder advances of up to P200 million in order to fund the acquisition, CAPEX and
for general corporate purposes.
Last 2022 January 01 ECP, TDC and TVI executed the transaction documents for the acquisition of 100% of TESI by ECP. ECP finalized the funding for the transaction and fully paid the purchase price last 2022 January 14 through a bank loan.
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Date of Approval by Board of Directors
| Dec 2, 2021 |
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Date of Approval by Stockholders
| N/A |
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Other Relevant Regulatory Agency, if applicable
| Bureau of Internal Revenue |
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Date of Approval by Relevant Regulatory Agency
| Aug 8, 2022 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
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TESI is a company that has enabled businesses to fast track their digital adoption through systems development using low-code applications, software as a service ("SAAS"), and information technology outsourcing ("ITO") among others, and would strengthen further ECP's capabilities as a technology company. Year to date, TESI is EBITDA and Net Income positive.
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Description of the transaction including the timetable for implementation and related regulatory requirements, if any
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ECP acquired 100% of TESI through the purchase of 1,000,000 common shares based on the book value of TESI as of 2021 June 30 interim audited financial statement in the amount of P162,925,694.00 or P162.925694 per share. The sale concluded on January 2022, upon signing of the transaction documents on 2022 January 01 and full payment of the purchase price last 2022 January 14. After the execution of the sale documents are completed, TDC and TVI will pay capital gains tax and ECP will pay documentary stamp tax for the transaction.
ECP signed the transaction documents as of 2022 January 01 and fully paid the purchase price of PHP 162,925,694.00 last 2022 January 14 through a bank loan totaling PHP165 million.
ECP obtained the Certificate Authorizing Registration issued by the Bureau of Internal Revenue - Revenue District Office No. 44 last 2022 August 08.
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Identities of the parties to the transaction
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Name
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Nature of Business
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Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
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| Transnational Diversified Corporation ("TDC") |
Holding Company |
TDC exercises control over the issuer through TDC's 88.24% ownership of TVI and has common directors and officers with ECP |
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TDG Ventures, Inc. ("TVI") |
Information Technology (IT) services |
TVI owns 88.03% of the issuer and has common directors and officers with ECP |
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Transnational E-Business Solutions, Inc. ("TESI") |
Information Technology (IT) services |
TESI is an affiliate of the issuer with TVI and TDC each owning 50% of TESI and has common directors and officers with ECP |
Terms and conditions of the transaction
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The nature and amount of consideration (e.g. price per share, the aggregate amount)
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Aggregate amount - P162,925,694.00 based on the 2021 June 30 interim audited financial statement of TESI
Price per share - P162.925694
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Basis upon which the amount of consideration or value of the transaction was determined
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The amount of consideration or value is based on the Book Value of TESI based on the pooling of interest approach since TESI and ECP are under common control of TDC directly and through TVI.
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The number of shares to be acquired
| 1,000,000 common shares |
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Ratio/percentage to total outstanding capital stock
| 100 |
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Terms of payment
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The Deed of Absolute Sale was executed last 2022 January 01 giving ECP 30 days to pay the purchase price which ECP fully paid on 2022 January 14.
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Conditions precedent to closing of the transaction, if any
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The parties have concluded the transaction with the signing of the transaction documents as of 2022 January 01, with ECP given 30 days to complete funding and pay the purchase price.
ECP fully paid the purchase price last 2022 January 14 through a bank loan.
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Description of the company subject of the transaction
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Nature and business
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TESI was registered with the Philippine Securities and Exchange Commission (SEC) on March 13, 1997 primarily to engage in the business of Information Technology (IT) services, including software development, internet and e-commerce services, back-office processing and system integration. TESI started servicing internal clients but has since expanded to external clients in various industries.
TESI was also registered with the Philippine Economic Zone Authority (PEZA) as an Ecozone IT enterprise in June 2008 and services foreign clients and PEZA entities especially for its software development and information technology outsourcing lines of business.
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Discussion of major projects and investments
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TESI has three major lines of businesses under software development using low-code applications to fast track the digital adoption of companies, software as a service and information technology outsourcing.
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List of subsidiaries and affiliates, with percentage holdings
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Name
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% Ownership
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| TESI has no subsidiaries and its affiliates are companies owned by TDC and TVI including ECP |
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Capital structure
Authorized capital stock
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Type of Security
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Amount
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Number of Shares
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| Common |
P 100,000,000 |
1,000,000 |
Subscribed Shares
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Type of Security
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Amount
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Number of Shares
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| Common |
P 100,000,000 |
1,000,000 |
Paid-Up Capital
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Amount
| P 100,000,000 |
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Number of Shares
| 1,000,000 |
Issued Shares
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Type of Security
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Amount
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Number of Shares
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| Common |
P 100,000,000 |
1,000,000 |
Outstanding Shares
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Type of Security
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Amount
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Number of Shares
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| Common |
P 100,000,000 |
1,000,000 |
Par Value
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Type of Security
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Amount
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| Common |
100 |
Ownership Structure (including percentage holdings)
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Name
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Number of Shares
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% Ownership
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| Transnational Diversified Corporation |
500,000 |
50 |
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TDG Ventures, Inc. |
500,000 |
50 |
Board of Directors
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Name
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(Regular or Independent)
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| Dan C. Florentino |
Regular |
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Zaki Delgado |
Regular |
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Renato Vicente R. Martinez |
Regular |
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Socorro Z. Niro |
Regular |
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Rashid Delgado |
Regular |
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Carlo Severino |
Regular |
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Josephine J. Francisco |
Regular |
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Daniel C. Ventanilla |
Regular |
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Maria Susana Lourdes R. Dela Rama |
Regular |
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Paulito L. Villena |
Regular |
Principal Officers
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Name
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Position/Designation
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| Dan C. Florentino |
Chairman |
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Zaki Delgado |
Vice Chairman |
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Renato Vicente R. Martinez |
President/General Manager |
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Joanne C. Lazareto |
Treasurer |
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Melitha F. Gasapos-Andres |
Corporate Secretary |
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Effect(s)/impact on the business, financial condition and operations of the Issuer
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The acquisition of TESI will enhance ECP's thrust as a technology company as it complements ECP's current services on connectivity, data and technology services. The acquisition of TESI will add to the overall business scale and capabilities of ECP group. TESI is expected to improve the overall financial performance of ECP based on TESI's revenue and net income contribution.
The acquisition will also create synergy and potential growth opportunities for ECP given the complementary lines of business and operational capabilities of both companies.
For FY 2020, TESI generated total revenues amounting to PHP 382,609,505. Based on TESI's Interim Audited Financial Statements for period ending 2021 June 30, total revenues generated amounted to PHP 174,404,162 for the six month period.
TESI achieved net income amounting to PHP 59,538,744 for FY2020, while for the first six months of 2021, net income level is at PHP 14,836,717.
TESI's total assets for 2020 were valued at PHP 548,206,548 and total equity at PHP 196,781,384. Based on 2021 June 30 interim audited financial statements, total assets were at PHP 504,766,210 and total equity at PHP 162,925,694.
The financial information included in this discussion is based on the interim audited financial statements from January to June 2021 with comparative figures for full year 2020 attached herein for reference.
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Other Relevant Information
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ECP obtained the Certificate Authorizing Registration issued by the Bureau of Internal Revenue - Revenue District Office No. 44 last 2022 August 08.
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Filed on behalf by:|
Name
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John Dave Loria
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Designation
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Assistant Manager for Regulatory Affairs
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