Professional Documents
Culture Documents
IRC Disclosure PDF
IRC Disclosure PDF
The Company and MCSI obtained board approvals and executed the following
agreements with Hong Kong Binjiang Industrial Limited (“HK Binjiang”), a wholly-
owned subsidiary of Redco Properties Holdings Limited, which in turn is a wholly owned
subsidiary of Redco Properties Group Limited:
There is no relationship between Redco Properties Holdings Limited on one hand and
IRC and Makati City Subway Inc. (MCSI) on the other hand prior to the investment of
Hong Kong Binjiang Industrial Limited in MCSI.
Immediately prior to the execution of the Share Purchase Agreement, the total issued and
outstanding capital stock of MCSI was as follows:
Upon the execution and completion of the Share Purchase Agreement, the equity structure of the
MCSI shall be as follows:
The effectivity of the investment of HK Binjiang in MCSI is subject to the receipt by the
Company of any of the following from the Philippine Competition Commission (PCC):
The execution of the foregoing documents, as well as the TOD Agreement (discussed
below) effectively cancels and terminates the Investment Agreement dated 28 October
2019 between the Company and Hui Gao Investments Development Limited.
The MCSI also obtained board approval and executed a Transit Oriented Development
(TOD) Agreement with HK Binjiang that will ensure availability of funds required to
complete the construction of the Makati Subway System as well as support the operation
and maintenance cost of the subway system from the proceeds of the topside
development of approximately 17.87 hectares of land required for the Project.
Pursuant to the TOD Agreement, MCSI agreed, among other things, to provide or
procure to provide the Required Land for the development of the Project, and ensure and
procure the Makati City Government to provide necessary consent or permits or rulings
for the development of the Makati Subway System and the TOD of the Required Land.
On the other hand, the Developer agreed, among other things, to be responsible for the
development, construction, operation and management of the TOD of the Required Land
and agreed to share certain portion of the gross revenue and earnings from the Makati
Properties and the 10-Hectare Acquired Land (as the case may be) with MCSI to be used
by MCSI for funding the construction, normal operation and maintenance cost of the
Makati Subway System. As regards the 15-Hectare Acquired Land, MCSI, at its sole and
absolute discretion, may directly develop the same or give the development rights of the
TOD, in whole or in part, to the Developer or to any other party under an arms’ length
transaction and on normal commercial terms. Gross revenue and EBIDTA Sharing The
gross revenue to be generated from the TOD of the Makati Properties will be shared
between MCSI (on one hand), and the Developer (on the other hand) on a 30:70 basis
until and upon the issuance of the certificate of final completion for the Makati Subway
System pursuant to the Makati Joint Venture Agreement. MCSI will utilize the 30% share
of the gross revenue to be generated from the TOD of the Makati Properties for the
construction and completion of the Makati Subway System. After completion of the
construction of the Makati Subway System, all revenue generated from the TOD of the
Makati Properties will be retained by the Developer.
C. Amending the Subscription Agreement dated 31 October 2019 with the Makati City
Government
2. Splitting the MCG Subscription into two (2) separate subscription agreements, to
wit:
D. Amending the two (2) Subscription Agreements dated 28 October 2019 and 30
October 2019, respectively, executed between the Company and MCSI
As mentioned above, the US$30,000,000.00 received by MCSI from IRC under the
Subscription Agreement dated 30 October 2019 for 15,000,000 MCSI Common Shares
shall be applied as payment for IRC’s initial subscription of 40,000,000 common shares
with par value of Php100.00 per share or total subscription price of Php4,000,000,000 in
MCSI, and, thus, the subscription price under this Subscription Agreement shall now be
unpaid. Hence, both the subscription for 51,000,000 MCSI Common Shares and for
15,000,000 MCSI Common Shares remain unpaid after the application of the
US$30,000,000.00 to the initial subscription.
The subscription price under the Subscription Agreement dated 28 October 2019 for
51,000,000 MCSI Common Shares is unpaid.
The said Subscription Agreements for a total of 66,000,000 MCSI Common Shares shall
be amended. Under the Amended Subscription Agreements:
(i) 65,665,540 of the 66,000,000 MCSI Common Shares with a par value of
Php100.00 per share or total subscription price of PhP6,566,554,000.00
shall be paid with real properties having an appraised value of
PhP6,566,554,000.00; and
(ii) the balance of 334,460 MCSI Common Shares with a par value of
Php100.00 per share or total subscription price of PhP33,446,000 shall be
paid within 30 days from execution of the Amended Subscription
Agreement.
The parties to the previous Subscription Agreements and the Amended Subscription
Agreements are IRC and MCSI.
E. Additional Subscription by the Company of MCSI Common Shares
No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 106,000,000 Php100.00 Php10,600,000,000.00 100%
No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 109,714,300 Php100.00 Php10,971,430,000.00 100%
After the effectivity of the Share Purchase Agreement (i.e., assignment of 15,000,000
MCSI Common Shares from IRC to HK Binjiang and subscription of 36,000,000 MCSI
Common Shares by HK Binjiang):
No. of
Share
Shareholder Subscribed Par Value Amount Subscribed Percentage
Type
Shares
Infradev Common 94,714,300 Php100.00 Php9,471,430,000.00 65%
HK Binjiang Common 51,000,000 Php100.00 Php5,100,000,000.00 35%
Total 145,714,300 Php14,571,430,000.00 100%
Finally, the Company also wishes to inform the investing public of the following matters:
a. Amendment of all other documents to be consistent with all of the above and the
execution of the pertinent agreements implementing the transactions contemplated
above; and
b. The Notice to Proceed for the Makati Subway Project under the Public-Private
Partnership agreement with the Makati City Government was received by IRC
today, 18 February 2020.