Makati—(PHStocks)—PLDT Communications and Energy Ventures (PCEV), a 99.9% subsidiary of Smart Communications Inc.—which is a wholly owned subsidiary of PLDT Inc. (PSE: TEL)—is selling common and Class A preferred shares of stock in Beacon Electric Asset Holdings Inc. (BEAHI) to Metro Pacific Investments Corp. (MPIC, PSE: MPI).
BEAHI is a joint venture company formed by MPIC and PCEV. Its core assets consist of shares of stock in power-related companies, specifically, Manila Electric Co. (Meralco, PSE: MER) and Global Business Power Corp.
PCEV entered into a Share Purchase Agreement with MPIC for the sale of: (a) 645,756,250 common shares constituting 25% of the outstanding common shares of BEAHI; and (b) 458,370,086 Class A preferred shares constituting 25% of the total economic rights on the outstanding Class A preferred shares of BEAHI.
The transfer of the shares will be implemented on the date designated by MPIC in writing which shall be a date no earlier than two (2) business days from the date of such written notice and seven (7) days from the date of the execution of the Share Purchase Agreement, and in no case later than June 30, 2017.
The total purchase price is PhP21.8 billion, based on the agreed valuation of the underlying assets held by BEAHI. The purchase price shall be paid as follows: (a) PhP12 billion payable immediately; (b) PhP2.45 billion payable annually from June 2018–June 2021.
In consideration of the agreement of PCEV to receive the purchase price in installments, the parties agree that until full payment of the Deferred Payments, PCEV shall have the right to (a) nominate one director in BEAHI, and (b) without prejudice to prior agreements between the parties, retain voting rights over the BEAHI Sale Shares. These rights shall fall away, and MPIC shall acquire the voting rights over the BEAHI Sale Shares, in case PCEV ceases to be an affiliate or member of the First Pacific Group of Companies prior to settlement of the Deferred Payments.
In addition, PCEV also agrees to support the dividend policy of BEAHI as recommended by MPIC.