Shakey Pizza Asia Ventures: Acquisition or Disposal of Assets







SAFETY AND EXCHANGES COMMISSION
SEC FORM 17-C

CURRENT ARTICLE 17 REPORT
OF THE SECURITIES REGULATORY CODE
AND CBC RULE 17.2(c)

1. Report Date (Date of first reported event) March 5, 20222. SEC Identification Number 546663. BIR tax identification number 000-163-3964. Exact name of the issuer as specified in its charter SHAKEY’S PIZZA ASIA VENTURES INC.5. Province, country or other jurisdiction of incorporation MANILA, PHILIPPINES6. Industry classification code (SEC use only) 7. Principal office address 15KM EAST SERVICE ROAD CORNER MARIAN ROAD 2, BARANGAY SAN MARTIN DE PORRES, PARANAQUE CITYPostal code17008. Issuer’s phone number including area code (632) 8742 53979. Former name or address, if changed since last report N / A10. Securities registered pursuant to Articles 8 and 12 of the SRC or Articles 4 and 8 of the RSA

Title of each class

Number of Common Shares Outstanding and Amount of Outstanding Debt

Ordinary actions 1,683,760,178

11. Indicate the article numbers reported here Item 9

The Exchange does not warrant or assume any responsibility for the accuracy of the facts and statements contained in any corporate disclosures, including financial reports. All data contained herein is prepared and submitted by the Disclosing Party to the Exchange, and is being released for informational purposes only. Any questions about the data contained herein should be directed directly to the disclosing party’s corporate information officer.


Shakey’s Pizza Asia Ventures, Inc.PIZZA

PSE Disclosure Form 4-1 – Acquisition or Disposal of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Purpose of disclosure

SHAKEY’S PIZZA AND ITS SUBSIDIARY WOW BRAND HOLDINGS, INC. ACQUIRES “POTATO CORNER”

Background/Description of Disclosure

As part of the December 23, 2021 disclosure, Shakey’s Pizza Asia Ventures Inc (PSE: PIZZA), one of the nation’s leading restaurant owners, and its subsidiary, Wow Brand Holdings, Inc., announce the acquisition of Potato Corner, one of the nation’s leading food kiosk brands. PIZZA and Wow Brand Holdings, Inc. have acquired the assets and intellectual property of Potato Corner.

Date approved by
board of directors

December 23, 2021

Justification of the transaction, including the expected benefits for the issuer as a result of the transaction

Since its inception in 1992, the brand has built an extensive network of over 1,000 outlets nationwide and has a growing international footprint in Asia and beyond. Over the years, the company has built strong brand equity and demonstrated solid performance, attractive margins and the ability to scale, all aligned with PIZZA’s acquisition criteria.

This is an accretive acquisition. Nonetheless, PIZZA will continue to maximize synergies and use its expertise in business development, franchise management and supply chain operations to further develop the brand in a sustainable manner.

Details of acquisition or disposition

Description of the Operation

PIZZA purchased assets related to the Potato Corner business, including shares in a Potato Corner entity in Singapore.

PIZZA’s acquisition will also involve owning and operating all company-owned stores, as well as serving as brand owner and franchisor of franchise-operated stores.

Manner

The parties executed deeds of assignment and deeds of sale of trademarks, license agreements, inventories and other assets.

Description of the assets concerned

Trademarks and all intellectual property covering the Potato Corner business, fixed assets, inventory, security deposits, revolving funds, license agreements and other assets relating to the operation of the business

Transaction terms and conditions

Nature and amount of consideration given or received

Less than 10% of the company’s total assets as of September 30, 2021

Principle followed to determine the amount of consideration

Appropriate financial and operational due diligence customary for this type of transaction

Payment terms

100% of the consideration was paid in cash

Conditions precedent to closing the transaction, if any

Subject to the fulfillment of the usual conditions precedent to this type of transaction:
– Presentation of vendor documents, including execution of contracts to enable the operation of the business
– Revenue from access to use and operation of assets and premises where operations are conducted

Any other salient term

Not applicable

Identity of the person(s) from whom the assets were acquired or to whom they were sold

name

Nature of any material relationship with the issuer, its directors/officers or any of its affiliates

Cinco Company Any
Fiesta Multi Brand Trading Corporation Any
Halikinu Society Any
Martindale Enterprises Limited Any

Effect(s) on the Issuer’s business, financial situation and operations, if any

The acquisition will effectively increase PIZZA’s revenues and profits.

Other relevant information

Any

If the reported transaction is an acquisition, please provide the following additional information:

Sources of funds

A combination of internal cash and debt

If an asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, disclose the nature of the business in which the assets were used by the persons from whom they were acquired and whether the the issuer intends to continue such use or whether it intends to devote the assets to other purposes, indicating such other purposes

The assets were used to operate company-owned Potato Corner stores, as well as serve as brand owner and franchisor of franchise-operated stores. The Company intends to devote the assets to a similar purpose.

Filed on behalf of:

name

Manuel DelBarrio

Designation

Information Director

Warning

Shakey’s Pizza Asia Ventures Inc. published this content on March 07, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on March 07, 2022 06:18:05 UTC.

Public now 2022

All the latest from SHAKEY’S PIZZA ASIA VENTURES, INC.

Sales 2021 5,365 million
103M
103M
Net income 2021 53.4 million
1.02M
1.02M
Net debt 2021 2,813 million
54.0 million
54.0 million
PER 2021 ratio 240x
2021 performance 1.13%
Capitalization 14,144M
272M
272M
EV / Sales 2021 3.16x
EV / Sales 2022 2.68x
# of employees 1,200
Floating 20.1%

Chart SHAKEY’S PIZZA ASIA VENTURES, INC.


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Shakey's Pizza Asia Ventures, Inc. Technical Analysis Chart |  MarketScreener

Trending Technical Analysis SHAKEY’S PIZZA ASIA VENTURES, INC.

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Tendencies Bearish Neutral Neutral



Evolution of the income statement

To sell

To buy

Medium consensus SURPASS
Number of analysts 3
Last closing price

PHP8.40

Average target price

PHP 11.33

Average Spread / Target 34.9%


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