(June 24, 2015)
Premiere Horizon Alliance Corporation (PHA) announced that its Board of Directors has approved the issuance via a private placement, Exchangeable Notes consisting of the following: a) Main Tranche of Php350.0 million to fund its ongoing expansion plans; b) Optional Tranche of Php250.0 million which will be used to accelerate certain strategic developments in the existing businesses as well as possible new acquisitions that are currently being evaluated.
The Notes will have a term of three years with a fixed interest of 8% per annum payable quarterly and are exchangeable into outstanding listed and tradeable PHA common shares at a price of PhP1.00 per share.
Another feature of the note allows the Noteholder to participate in a planned stock rights offer even while the loan is outstanding. The Noteholder shall have the right to purchase listed PHA shares equivalent to his entitlement under the SRO had he exchanged the loan for shares. The Noteholder may only exercise this option after the Noteholder exchanges the Notes.In the event that the Noteholder exercises his right to purchase the Rights Shares, the Noteholder shall acquire these shares at a price per share equivalent to the rights price plus carrying cost of 4 per cent per annum reckoned from the date of exercise of the SRO up to the acquisition date by the Noteholder. The stock rights offer will be based on an entitlement ratio of one rights share for every ten common share held and will be undertaken within the second half of 2015.
A nil-paid, detachable warrant shall also be issued to the Noteholder for every ten notional common shares, excluding the rights shares, regardless of whether or not the Investor subscribes to the stock rights. The final terms and conditions of theplanned SRO with attached nil-paid warrantsshall be approved by the Board of Directors separately and will be disclosed accordingly.
The notes will form part of the Php1.02 billion being raised by the company, Php300 million of which came from the sale of PHA’s gaming assets, to finance the rollout of Concepts Unplugged Business Environment Solutions (CUBES), the fleet expansion of Redstone Construction Development Corporation and fund the acquisition of Goshen Land Capital, Inc.
The projected income from these subsidiaries has now transformed PHA into a company with recurring income taking advantage of the high growth in the countryside.
Last year, Premiere Horizon, announced its new direction of investing in innovative countryside development after it sold its gaming business. This was immediately followed by the acquisition of 51% of CUBES for Php 80.0 million. Operations of Redstone were also beefed up with a PhP366 million CAPEX budget. Earlier this month, Premiere Horizon also announced the acquisition of 55% of Goshen Land Capital, Inc. for Php 440.0 million, an upcoming real estate company based in Baguio City.
Premiere Horizon is an up and coming countryside enabler with a vision of “Invigorating the Countryside”. The company invests in profitable businesses that address gaps in mineral resource development, food security, tourism, and shelter.