JG Summit Holdings, Inc.
PSE Circular for Brokers No. 1422-98 • Philippine Stock Exchange • Circulars for Brokers • Jun 24, 1998
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June 24, 1998 PSE CIRCULAR FOR BROKERS NO. 1422-98 SUBJECT : JG Summit Holdings, Inc . JG Summit Holdings, Inc. ("JGS") furnished the Exchange a copy of its letter dated 19 June 1998, to PCI Capital Corporation, suspending the latter's underwriting commitment with respect to JGS' (the "Issuer") offering for subscription to eligible stockholders of record an aggregate of 2,060,921,728 new common shares ("Offer Shares") with a par value of P1.00 each on the basis of one (1) share for every two (2) shares owned (the "Offering"), pending PSE's resolution of JGS' request. JGS has requested the Exchange for the approval of its proposed reduction of Offer Price to P2.00 per Offer Share and extension of the end of the Offering Period from 19 June 1998 to 17 July 1998. cdt Attached herewith is a copy of said letter. For your information. (SGD.) REYNOLD P. ONG Vice-President, Listings and Disclosure Group 19 June 1998 PCI Capital Corporation 20th Floor, PCIB Tower I Makati Avenue corner H.V. de la Costa St. Makati City, Metro Manila Attention: Mr . Roberto L . Panlilio President Gentlemen : This letter refers to JG Summit Holdings, Inc.'s (the "Issuer") offer for subscription to certain stockholders of the Issuer as of 15 May 1998 (the "Record Date), of an aggregate of 2,060,921,728 new common shares (the "Offer Shares") out of its unissued authorized capital stock at an Offer Price of P2.25 per Offer Share (the "Offering"). Pursuant to an Underwriting and Issue Management Agreement dated 8 June 1998, (the "Agreement") the Issuer has engaged the services of PCI Capital Corporation (the "Underwriter") to manage the issuance and underwriting of the Offering, and the latter, being qualified agreed to perform such services, under terms and conditions provided under the Agreement. The Issuer acknowledges that, in the light of prevailing marker conditions, it has filed a request with the Philippine Stock Exchange ("PSE") for a reduction of its Offer Price to P2.00 per Offer Share and an extension of the end of the Offering Period from 19 June 1998 to 17 July 1998 (the "Request"). During this period the Issuer hopes that investors will reassess the Issuer's prospects and that the Offering will receive a more favorable response. As part of the request filed with the PSE, the Issuer has undertaken to refund the difference in Offer Price to those subscribers who have tendered their applications at the original Offer Price. In the light of the foregoing events, the Issuer does consider it in the interest of the Issuer and of its shareholders for PCI Capital to delay performance of its underwriting commitment under Section 3.2 of the Agreement to subscribed to or procure subscribers for the Offer Shares for which duly completed application forms have not been received and accepted from qualified applicants (together with check remittances for the full amount payable on application which are honored in full in first presentation) on 19 June 1998, pending the PSE's resolution of the Request. Thus, with your consent, we hereby suspend the commencement of PCI Capital's underwriting commitment under Section 3.2 of the Agreement until the PSE issues a final decision on the Request. All other agreements, understanding, covenants, representations and warranties between the Issuer, or any of its officers, and PCI Capital with respect to the Offering remain unaffected by this letter. Very truly yours, JG Summit Holdings, Inc. (SGD.) JOHN GOKONGWEI, JR. Chairman and CEO Conforme: PCI Capital Corporation By: (SGD.) ROBERTO L. PANLILIO (SGD.) GABRIEL U. LIM President First Vice President
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