SEC okays share-swap transaction of Wellex Group

The Securities and Exchange Commission (SEC) has flashed the green light for the share-swap transaction between Waterfront Philippines, Inc. (WPI) and The Wellex Group, Inc. (TWGI) involving the latter’s transfer of shares from two hotel companies.

This developed following SEC’s approval of Waterfront’s additional registration of 888,466,703 common shares with a par value of P1 per share which it plans to issue at P2.03 per share to the Wellex Group in exchange for 14,885,765 common shares of Davao Insular Hotel Co., and 4,075,000 common shares of Polar Peak Philippines Inc.

Polar Peak Philippines owns and operates Fort Ilocandia Resort Hotel while Davao Insular Hotel Co., Inc. owns the Insular Century Hotel Davao. The share-for-swap transaction is pursuant to a memorandum of agreement (MOA) signed on Oct. 14, 1999.

Under this agreement, Waterfront will issue 496,578, 575 common shares to Wellex Group in exchange for 14,885,765 common shares of Davao Insular Hotel Co., Inc. and 391,888,128 common shares to acquire 4,075,000 common shares of Polar Peak Philippines, Inc.

WPI shares, subscribed at P2.03 per share, amount to a total issue value of over P1.8 million. And valued at P67.70 per share and P195.22 per share, respectively, are the Davao and Polar shares.

Waterfront’s offer price of P2.03 per share hinges upon the average closing rate in the market from Aug. 30, 1999 to Sept. 29, 1999 at the time of the share-for-swap transaction.

WPI, registered with the Securities and Exchange Commission on Sept. 23, 1994 as an investment holding company for hotel, leisure and tourism business, has almost 81 percent of its assets in property and equipment consisting mainly of hotel buildings and improvements.

The company’s cash flow has been augmented by loans from banks and financial institutions amounting to P391 million. To the Philippine National Bank and Social Security System alone, it owes a total P1,338, 633,452.