Tag: Securities and Exchange Commission (SEC)

SEC approves P6.26 billion deal between Filinvest Land and FILRT, Festival Mall ownership included in deal

SEC approves P6.26 billion deal between Filinvest Land and FILRT, Festival Mall ownership included in deal

carlocarrasco

Following the huge deal between Filinvest Land. Inc. (FLI) and Filinvest REIT Corporation (FILRT) and the deed of exchange signed by the two corporations over the ownership of Festival Mall, the Securities and Exchange Commission (SEC) officially approved the P6.26 billion deal putting it closer to completion, according to a Manila Bulletin business news report.

To put things in perspective, posted below is the excerpt from the news report of Manila Bulletin. Some parts in boldface…

The Securities and Exchange Commission has approved the valuation of the ₱6.26 billion property of Filinvest Land Inc. to be acquired by Filinvest REIT Corporation (FILRT) via an asset-for-share swap, putting it a step closer to completion.

In a disclosure to the Philippine Stock Exchange, FILRT said it has received from the SEC the Certificate of Approval of Valuation for its property-for-share swap with FLI under which LI will transfer its ownership over the Festival Mall – Main Mall, consisting of a building and certain machinery and equipment in favor of FILRT.

Festival Mall-Main Mall which is located in Filinvest City, Alabang, Muntinlupa City, consists of a building with gross leasable area of 121,862 square meters.

In return, FILRT will issue to FLI 1.63 billion primary common FILRT shares at an issue price of ₱3.85 per share under the Memorandum of Agreement and the Deed of Exchange both dated March 5, 2025.

The Transaction Price was set at a 30 percent premium over FILRT’s 30-day volume-weighted average price of ₱2.94 per share, which is within the range of fair values provided for in FTI Consulting Philippines, Inc.’s Fairness Opinion.

FILRT’s Related-Party Transaction Committee and Board of Directors unanimously approved the Transaction at their special meeting on January 24, 2025, and it was subsequently approved by FILRT’s stockholders during their special meeting on March 4, 2025.

The acquisition of the Property will increase FILRT’s total gross leasable area by 37 percent to 452,310 sq.m. This likewise will improve occupancy from 83 percent to 88 percent and extend the weighted average lease expiry (WALE) from 7.3 to 14.6 years. This will also increase FLI’s equity in FILRT from 51.06 percent to 63.27 percent.

The Transaction allows FILRT to diversify its income sources by integrating retail mall properties into its portfolio. Prior to the infusion, 91 percent of the GLA of FILRT are office buildings.

Post infusion, the portfolio mix of FILRT will be 67 percent offices, six percent hospitality (Crimson Boracay lot) and 27 percent retail (Festival Main Mall).

The infusion of income-generating retail mall assets is expected to result in an increase in FILRT’s distributable income.

Let me end this post by asking you readers: What is your reaction to this recent development? With the approval of the SEC, do you think the big deal between FLI and FILRT will be beneficial not only for the parties and shareholders involved, but also for those who spend time and money at Festival Mall? Did you notice any trends or serious changes at Festival Mall since FILRT became the new owner?

You may answer in the comments below. If you prefer to answer privately, you may do so by sending me a direct message online.

+++++

Thank you for reading. If you find this article engaging, please click the like button below, share this article to others and also please consider making a donation to support my publishing. If you are looking for a copywriter to create content for your special project or business, check out my services and my portfolio. Feel free to contact me with a private message. Also please feel free to visit my Facebook page Author Carlo Carrasco and follow me on Twitter at  @HavenorFantasy as well as on Tumblr at https://carlocarrasco.tumblr.com/ and on Instagram at https://www.instagram.com/authorcarlocarrasco

For more South Metro Manila community news and developments, come back here soon. Also say NO to fake news, NO to irresponsible journalism, NO to misinformation, NO to plagiarists, NO to reckless publishers and NO to sinister propaganda when it comes to news and developments. For South Metro Manila community developments, member engagements, commerce and other relevant updates, join the growing South Metro Manila Facebook group at https://www.facebook.com/groups/342183059992673

Mitsubishi and Ayala seal P18 billion GCash deal

Mitsubishi and Ayala seal P18 billion GCash deal

carlocarrasco

Finally, the P18 billion GCash deal was sealed by Ayala Corp. and Mistubishi Corporation resulting in equal ownership of AC Ventures Holding Corp. which itself has a stake in the e-wallet giant’s operator, according to a Daily Tribune business news report. Take note, however, that the big deal is still subject to approval by regulators. The deal between the two corporations was previously disclosed last October.

To put things in perspective, posted below is an excerpt from the report of the Daily Tribune. Some parts in boldface…

Ayala Corp. (AC) and Japan’s Mitsubishi Corp. (MC) have finalized a P18.4-billion agreement that will give them equal ownership of AC Ventures Holding Corp. (ACV), which holds a stake in GCash operator Mynt. 

In a disclosure to the stock exchange on Wednesday, Ayala said it formally signed an investment agreement with Mitsubishi last 31 March for the subscription to 18,033,946 common and redeemable preferred shares of ACV.

AC noted that the agreement amends a previous disclosure from 18 October 2024, which outlined a binding term sheet between the two firms. The proceeds of the transaction will be used to redeem AC’s redeemable preferred shares in ACV and cover related costs.

The deal, however, remains subject to regulatory approvals, including amendments to ACV’s articles of incorporation by the Securities and Exchange Commission and clearance from the Philippine Competition Commission. 

Ayala President and CEO Cezar Consing previously said that the tie-up with Mitsubishi “can add meaningful value to Mynt, which will allow Mynt to deliver significant value to its over 94 million registered users.”

Ayala announced plans to bring in a strategic investor in August last year to strengthen GCash, which saw a surge in popularity during the pandemic. The conglomerate invested P22.4 billion in Mynt, increasing its stake in Globe Telecom, Inc.’s fintech arm.

Let me end this post by asking you readers: What is your reaction to this recent development? Do you think improvements with GCash will be realized under the Ayala-Mistubishi deal? Do you think the sealed deal will eventually get approved by the regulators? If you are a GCash user, what kind of improvements do you hope to see?

You may answer in the comments below. If you prefer to answer privately, you may do so by sending me a direct message online.

+++++

Thank you for reading. If you find this article engaging, please click the like button below, share this article to others and also please consider making a donation to support my publishing. If you are looking for a copywriter to create content for your special project or business, check out my services and my portfolio. Feel free to contact me with a private message. Also please feel free to visit my Facebook page Author Carlo Carrasco and follow me on Twitter at  @HavenorFantasy as well as on Tumblr at https://carlocarrasco.tumblr.com/ and on Instagram athttps://www.instagram.com/authorcarlocarrasco

Ownership of Festival Mall transferring to Filinvest REIT Corporation (FILRT) for over P6 billion

Ownership of Festival Mall transferring to Filinvest REIT Corporation (FILRT) for over P6 billion

carlocarrasco

Have you been to Festival Mall in Alabang lately? Some things might change in the near future as the ownership of the shopping and lifestyle mall (first opened in May 1998 as Festival Supermall) is being transferred by the Gotianun Group to Filinvest REIT Corporation (FILRT) in a deal worth more than P6 billion, according to a Manila Bulletin business news report.

To put things in perspective, posted below is the excerpt from the Manila Bulletin business report. Some parts in boldface…

The Gotianun Group is transferring ownership of its flagship Festival Mall-Main Mall in Filinvest City, Alabang, Muntinlupa City to Filinvest REIT Corporation (FILRT) in a P6.26 billion deal that marks the real estate investment trust’s entry into the retail leasing business.

In a disclosure to the Philippine Stock Exchange, Filinvest Land Inc. (FLI) said it is selling the 26-year-old Festival Mall to FILRT in exchange for 1.63 billion FILRT shares at an issue price of P3.85 per share under a tax-free property-for-share swap transaction.

“The transaction fulfills FLI’s commitment as the sponsor of FILRT to continually support the growth and expansion of its REIT portfolio through the infusion of high-quality income-generating real estate assets,” FLI said.

It added that, upon the Securities and Exchange Commission’s (SEC) approval of the transaction, FLI and FILRT shall execute a lease agreement for the building.

In a separate disclosure, FILRT said the issue price represents a 30 percent premium over the 30-day volume weighted average price of P2.94 per FILRT share, and falls within the fair value price range provided by FTI Consulting’s Fairness Opinion and LeeChiu Property Consultants, Inc.’s Valuation Report.

The property was appraised by Leechiu Property Consultants, and a fairness opinion was provided by FTI Consulting. A discounted cash flow (DCF) approach was used as the primary method to determine the value of the property.

Under the DCF approach, the future cash flows of the property were discounted using a weighted average cost of capital (WACC) based on a capital asset pricing model. A direct capitalization approach was also used as a secondary reference for the valuation of the property.

For the valuation of the shares, FTI Consulting used various methodologies such as the DCF approach, a dividend discount model, and a comparable public companies’ method, to arrive at a range of values for the fair value of FILRT shares.

The primary common shares to be issued by FILRT to FLI will come from the unissued common shares of FILRT. This will be subject to the approval by FILRT’s shareholders and regulatory approvals.

Upon the SEC’s approval of the transaction, FLI and FILRT shall execute a lease agreement for the property.

“Pursuant to the approval of the transaction, the Board approved the conduct of a special stockholders’ meeting (SSM) to be held on March 4, at 10:00 AM. The record date for the determination of stockholders entitled to notice and right to vote at the SSM is February 10, 2025,” the firm said.

FILRT’s diversification into mall leasing comes after its expansion into the hospitality space with the acquisition of 2.9 hectares of land owned by Filinvest Development Corporation (FDC) in Boracay Island for P1.05 billion in cash.

The land is being leased by Boracay Seascapes, Inc. (BSI), the building owner of Crimson Resort & Spa Boracay and a subsidiary of FDC.

FILRT President and CEO Maricel Brion-Lirio said this is the company’s first asset infusion since its initial public offering and “not only increases the distributable income to our shareholders in the immediate term but also supports our goal of delivering stable dividends and increasing the potential for capital appreciation in the longer term.”

Let me end this post by asking you readers: What is your reaction to this recent development? If you are a resident of Muntinlupa City who happens to be a frequent visitor or shopper of Festival Mall, do you think the incoming, new owners will be able to make improvements on the mall somehow? Do you hope that the original cinemas of Festival Mall will get renovated and reopened with the latest cinema technologies in the future?

You may answer in the comments below. If you prefer to answer privately, you may do so by sending me a direct message online.

+++++

Thank you for reading. If you find this article engaging, please click the like button below, share this article to others and also please consider making a donation to support my publishing. If you are looking for a copywriter to create content for your special project or business, check out my services and my portfolio. Feel free to contact me with a private message. Also please feel free to visit my Facebook page Author Carlo Carrasco and follow me on Twitter at  @HavenorFantasy as well as on Tumblr at https://carlocarrasco.tumblr.com/ and on Instagram at https://www.instagram.com/authorcarlocarrasco

For more South Metro Manila community news and developments, come back here soon. Also say NO to fake news, NO to irresponsible journalism, NO to misinformation, NO to plagiarists, NO to reckless publishers and NO to sinister propaganda when it comes to news and developments. For South Metro Manila community developments, member engagements, commerce and other relevant updates, join the growing South Metro Manila Facebook group at https://www.facebook.com/groups/342183059992673

SEC sues companies for operating unregistered online lending platforms

SEC sues companies for operating unregistered online lending platforms

carlocarrasco

Online lending firms here in the Philippines have been reported for alleged violations that include harassing clients (click here and here). Very recently, the Securities and Exchange Commission (SEC) sued companies for operating online lending platforms that were allegedly unregistered, according to a Manila Bulletin news report.

To put things in perspective, posted below is the excerpt from the Manila Bulletin news report. Some parts in boldface…

The Securities and Exchange Commission (SEC) has has filed criminal complaint against Suncash Lending Investors Corp., UCash Lending Investors Corp., Suncredit.ph Finance Corp., and ECredit Finance Inc. for operating unregistered online lending platforms (OLPs).

The SEC Enforcement and Investor Protection Department (EIPD) filed the criminal complaint against Suncash, UCash, Suncredit and Ecredit before the Department of Justice (DOJ) last December 20.

The firms’ failure to disclose their online lending applications (OLA) is in violation of the Lending Company Regulation Act (LCRA) and the Financing Company Act (FCA).

The Commission implicated Qi Lu, the president of Ecredit, Suncash, and Suncredit, who was also found to be the beneficial owner of Suncash alongside Zhu Junfeng. Junfeng is also a director of the three other companies.

Also implicated in the complaint were other incorporators, directors and officials of the companies, including Chang Yuting, Joyclyn V. Pelayo, Chang Tao, Bryan Dordas Pelayo, Jasmin Tabjan Vianzon, Jayson Lee, Meng Jie, Xiaofang Song, Danilo Felicilda, Roger Publico, Yaping Liu, Xianming Tian, Shiling Xu, Xiaobo Pan, Sheila Pagkalinawan, and Xiaojing Luo.

The EIPD, together with the Philippine National Police Anti-Cybercrime Group (PNP-ACG), Eastern District Anti-Cybercrime Team, Manila Police District, and the Special Weapons and Tactics Philippines (SWAT), previously implemented a warrant to search, seize, and examine computer against Suncash, as part of the SECs crackdown against unregistered lenders.

The Makati Regional Trial Court Branch 147 issued the search warrant against Suncash upon several complaints received by the PNP-ACG and the SEC against the company.

During the implementation of the search warrant, it was discovered that other lending companies, including Ucash, Suncredit, and Ecredit, had been operating alongside Suncash in its headquarters in Sampaloc, Manila.

The joint operation resulted in the arrest of 83 individuals, identified as operators, managers, employees, and agents of Suncash.

The Commission found that Suncash operated unregistered online lending platforms (OLPs), defying Sections 12(2)(a) 12(3)(a) of the LCRA, in relation to SEC Memorandum Circular No. 19, Series of 2019 (SEC MC 19), providing the Disclosure Requirements on Advertisements of Financing Companies and Lending Companies and Reporting of Online Lending Platforms.

SEC MC 19 requires lending and financing companies to report all their existing OLPs to the Commission.

Records show that Suncash had been operating three unregistered OLPs, namely Suncash, Flashloan, and Peso Pautang, contrary to what is stated in its affidavit of compliance that it operated no other OLP than Suncash.

The EIPD also said that Suncash operated the unregistered OLPs to circumvent and defy the moratorium imposed on the registration of new OLPs effective November 5, 2021, as per SEC Memorandum Circular No. 10, Series of 2021.

Meanwhile, Ucash filed an affidavit for the operation of its OLP on December 7, 2022, when the moratorium on new OLPs was still in effect.

Further, the EIPD charged Suncredit and Ecredit for violation of Sections 14(1)(a) and 14(2)(a) of the FCA, in relation to SEC MC 19. Suncredit and Ecredit were found to be the operators of Peso Pautang and Flashloan, respectively.

The Commission also noted that all the companies engaged in abusive, unethical, and unfair debt collection practices, in violation of SEC Memorandum Circular No. 18, Series of 2019, or the Prohibition on Unfair Debt Collection Practices of Financing Companies and Lending Companies.

Let me end this piece by asking you readers: What do you think about this recent development? Which among the reported companies sound familiar to you? Do you personally know anyone who borrowed money from an online lending firm and got harassed through communication because he or she was unable to settle the debt? Do you plan to borrow money from any online lending firm anytime soon?

You may answer in the comments below. If you prefer to answer privately, you may do so by sending me a direct message online.

+++++

Thank you for reading. If you find this article engaging, please click the like button below and also please consider sharing this article to others as well as making a donation to support my publishing. If you are looking for a copywriter to create content for your special project or business, check out my services and my portfolio. Feel free to contact me with a private message. Also please feel free to visit my Facebook page Author Carlo Carrasco and follow me on Twitter at  @HavenorFantasy as well as on Tumblr at https://carlocarrasco.tumblr.com/ and on Instagram athttps://www.instagram.com/authorcarlocarrasco