SHARE PURCHASE AGREEMENT
PURCHASE AGREEMENT (the "Agreement") is made and entered into as of this 30th day of May 2016 by and between:
||PLDT COMMUNICATIONS AND ENERGY VENTURES, INC., a corporation organized and existing under Philippine laws, with principal office address at the
25th Floor, Smart Tower, 6799 Ayala Avenue, Makati City ("PCEV" or the "Seller"); and |
||METRO PACIFIC INVESTMENTS CORPORATION, a corporation organized and existing under Philippine laws, with principal office address at the 10th Floor, MGO Building, de la Rosa corner Legazpi Streets, Legazpi
Village, Makati City ("MPIC" or the "Buyer"); |
(Each of PCEV and MPIC, a "Party" and
collectively, the "Parties").
||MPIC and PCEV are both shareholders of Beacon Electric Asset Holdings, Inc. (the "Company"). |
||PCEV is the legal and beneficial owner of One Billion Two Hundred Ninety One Million Five Hundred Twelve Thousand Four Hundred Ninety Eight (1,291,512,498) common shares (excluding two (2) shares held by its
nominees), and Nine Hundred Sixteen Million Seven Hundred Forty Thousand One Hundred Seventy Two (916,740,172) preferred shares of the Company, which represents fifty percent (50%) interest of PCEV in the Company. |
||The Seller desires to sell to the Buyer, and the Buyer is willing to purchase from the Seller, a portion of its share ownership in the Company consisting of Six Hundred Forty Five Million Seven Hundred Fifty Six
Thousand Two Hundred Fifty (645,756,250) common shares and Four Hundred Fifty Eight Million Three Hundred Seventy Thousand Eighty Six (458,370,086) preferred shares (the "Shares") of the Company representing approximately twenty
five percent (25%) of the issued and outstanding common shares, and twenty five percent (25%) of the economic interest in the preferred shares of the Company, which are covered by stock certificates more particularly described in Schedule 1.
NOW, THEREFORE, for and in consideration of the foregoing premises and the covenants hereinafter contained, the Parties agree as
||DEFINITIONS AND INTERPRETATIONS |
Unless the context otherwise requires, capitalized terms used in this Agreement
shall have the meanings given to them in this Section 1.1.
"Agreement" means this Share Purchase Agreement, including the Schedules
"BIR" means the Bureau of Internal Revenue.
"Board" means the Board of Directors of a relevant entity.
"Buyer" has the meaning given to that term in the preamble to this Agreement.
"CAR" has the meaning given to that term in Section 5.2(b).
"Claim Period" has the meaning given to that term in Section 6.2(c).
"Company" has the meaning given to that term in the preamble to this Agreement.
"Defaulting Party" has the meaning given to that term in Section 6.1(b).
"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of
pre-emption, third-party right or interest, assignment, deed of trust, other encumbrance or security interest of any kind, or another type of preferential arrangement
(including, without limitation, a title transfer or retention arrangement) having similar effect, any proxy, power of attorney, voting trust arrangement, interest, or any adverse claim as to title, possession or use.
"Non-Defaulting Party" has the meaning given to that term in Section 6.1(b).
"₱" means the lawful currency of the Philippines.
"PDRCI" has the meaning given to that term in Section 8.
"Rules" has the meaning given to that term in Section 8.
"Seller" has the meaning given to that term in the preamble to this Agreement.
"Seller Warranties" means the Sellers representations and warranties under Sections 4.1 and 4.2.
"Share Purchase Price" has the meaning given to that term in Section 2.2(a).
"Shares" has the meaning given to that term in the preamble to this Agreement.
"Transfer Date" means the date designated by the Buyer pursuant to Section 3(a) when the
transfer of the Shares contemplated by this Agreement will be completed, which shall in no case be later than 30 May 2016.
||Sale and Purchase of Shares |
||On the Transfer Date, in consideration of the Share Purchase Price and upon the terms and subject to the conditions of this Agreement, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller,
all of the Sellers rights, title and interests in and to the Shares, free and clear of any and all Encumbrances. |
||The rights, title and interest of the Seller in and to the Shares to be sold to and purchased by the Buyer hereunder include: (i) all shares hereafter issued by the Company by way of stock dividends on the Shares;
(ii) except with respect to the Sellers Special Dividends (as defined in Section 5.3(a) below), all cash dividends hereafter declared or paid on the Shares; (iii) all other rights hereafter accruing on the Shares; and (iv) the
proceeds of all of the foregoing. |
Subject to the terms and conditions of this Agreement, the aggregate price to be paid
to the Seller by the Buyer for the Shares (including, without limitation, all rights referred to in Section 2.1(b)) shall be Philippines Pesos: Twenty Six Billion Two Hundred Million Pesos (₱26,200,000,000.00) (the "Share Purchase
Price") comprised of: (a) Philippines Pesos: Twenty Billion Four Hundred Thirteen Million Three Hundred Eighty Eight Thousand Nine Hundred Sixty Two and 50/100 (₱20,413,388,962.50) or approximately Philippine Pesos: Thirty One