19 September 2018 EDC Tender Offer Procedures

Transcription

1 19 September 2018 EDC Tender Offer Procedures By BDO Securities Corporation

2 Scrip Shareholders Visit the Stock Transfer Agent (BDO Unibank, Inc. Trust and Investments Group) to validate and authenticate the EDC stock certificates Complete the Application to Tender Shares form and prepare the Required Documents, as applicable Submit the duly-endorsed EDC stock certificate for Tender with the Stock Transfer Agent s authentication, completed Application to Tender Shares form, and Required Documents to the Tender Offer Agent (BDO Securities Corporation) Tender Offer Agent to lodge the tendered shares, which will be converted to scripless shares in preparation for sale to Bidder 2

3 Required Documents Individual Shareholders Two (2) copies of valid identification cards 1 containing the Applicant s photograph and specimen signature Two (2) duly accomplished specimen signature cards (verified by an officer of the bank at which the Applicant maintains an account) and a copy of at least one (1) valid ID 1 of the bank s signatory is required If acting through an attorney-in-fact, a duly notarized Irrevocable Power of Attorney For married individuals who are Philippine citizens, their respective spouses must sign the space provided in the Irrevocable Power of Attorney to indicate the marital consent to the sale of their common shares 1. Form of identification cards include driver s license, tax identification card, Social Security System, Government Service Insurance System identification card or passport 3

4 Required Documents Corporate Shareholders Notarized Board Resolution authorizing the sale of the common shares Certified True Copy of the SEC Registration Certified True Copy of the latest General Information Sheet filed with SEC Certified True Copy of the latest Articles of Incorporation or By-laws Two (2) duly accomplished and verified specimen signature cards of authorized signatories and photocopy of their two (2) valid IDs 1 1. Form of identification cards include driver s license, tax identification card, Social Security System, Government Service Insurance System identification card or passport 4

5 Required Documents Partnership Shareholders Notarized Partnership Resolution authorizing the sale of the common shares Certified True Copy of the SEC Registration Certified True Copy of the latest Articles of Partnership Two (2) duly accomplished and verified specimen signature cards of authorized signatories and photocopy of their two (2) valid IDs 1 1. Form of identification cards include driver s license, tax identification card, Social Security System, Government Service Insurance System identification card or passport 5

6 Additional Required Documents Lost Certificates Original copy of a duly notarized affidavit of loss with undertaking, executed by registered owner, specifying the name of stock, name of registered owner, number of shares, certificate no/s. and circumstances of the loss. Copy of the affidavit of loss as published in a newspaper of general circulation. One (1) original of the Affidavit of Publication executed by the relevant publishing entity attesting that the affidavit of loss and the details required under Section 73 of the Corporation Code of the Philippines have been published in a newspaper of general circulation in the place where the Issuer has its principal office once a week for at least three (3) consecutive weeks. Applicable surety bond in an amount of twice the closing price per share of the shares as of the date of execution of the affidavit of loss, multiplied by the number of shares covered by each lost stock certificate, which bond shall run for a period of one year. Otherwise, issuance of the new stock certificate will be made one (1) year after the last date of publication. Applicable Transfer and Cancellation Fees. 6

7 Scripless Shareholders Instruct Participating Brokers/Custodians of the Intent to Tender Participating Brokers/Custodians to complete the Application to Tender Shares form on behalf of its clients Participating Brokers/Custodians to complete the Required Attachments and Letter to the Tender Offer Agent Participating Brokers/Custodians to submit documents and deliver the tendered shares to the Tender Offer Agent 7

8 Expenses Type of Fee % of Value of Transaction Stock Transaction Tax % Securities Clearing Corporation of the Philippines Fees 0.010% Stock Investment Protection Fund 0.001% SEC Fees 0.005% PSE Transaction Fees 0.005% Customary Selling Charges % 1. For entities claiming tax exemption, provide BIR ruling on exemption from Section 127 (A) of the Tax Code of 1997 or Stock Transaction Tax, as amended 2. Excluding broker s selling commissions and/or taxes thereon which may be passed on by the broker 8

9 Important Dates Tender Offer Period Start: September 24, 2018 at 9:00AM Expected End: October 22, 2018 at 12:00PM (EDC can extend the tender offer period, with prior approval of the SEC and may, at its discretion, waive the Threshold Condition.) Cross and Settlement Date Within 8 business days following the close of tender offer period. (On or around November 5, 2018) Checks are available for pick-up at the Tender Offer Agent s office from the Settlement Date, up to 30 days thereafter Withdrawal Any withdrawal request must be submitted by October 22, 2018 at 12:00PM, in the form of a written request to the Tender Offer Agent together with a copy of the shareholders copy of the Application to Tender Shares Any tendered shares that are withdrawn shall be returned in the same form as received within twenty (20) business days from the end of the tender offer period; any such cost incurred shall be borne by the shareholder 9

10 Contact Details Tender Offer Agent BDO Securities Corporation Office Address 20F BDO Corporate Center South Tower 7899 Makati Ave., Makati City Contact Persons/Number: Ms. Michelle Gaspar, Tel. no. +63 (2) local Mr. Donald Buensuceso, Tel. no. +63 (2) local Stock Transfer Agent BDO Unibank, Inc. Trust and Investments Group Office Address 15F BDO Corporate Center South Tower 7899 Makati Ave., Makati City Contact Person/Number: Ms. Lorraine Carpio, Tel. no. +63 (2) , , , ,

11 Thank you. BDO Securities Corporation