2 Between and the Company drew down an aggregate

2 between and the company drew down an aggregate

This preview shows page 77 - 79 out of 511 pages.

(I) Comprised of loans payable. (2) Between July 15, 2011 and August 26, 2011, the Company drew down an aggregate additional 2342.0 million from its existing short—term credit facilities with Metrobank and Banco de Oro. 55 DILUTION As of June 30, 2011, the Company’s net tangible book value per Share was 21.91. Net tangible book value per Share represents total assets minus total liabilities and goodwill divided by the total number of Shares outstanding. After giving effect to the sale of the Offer Shares (at an Offer Price of 212.50 per Offer Share), and deducting estimated discounts, commissions, estimated fees and expenses of the Offer, the net tangible book value per Share would increase to 24.31 per Offer Share. At the Offer Price of 212.50 the Shares will be purchased at a premium of 28.19 to net tangible book value per Share. The following table illustrates dilution on a per Share basis based on an Offer Price of 212.50 per Offer Share: Offer Price per Offer Share 212.50 Net tangible book value per Share as of June 30, 2011 ............ 21.91 Pro forma net tangible book value per Share after the Offer“) ........ 24.31 Dilution to investors in the Offer(2) ............................ 28.19 Notes: (1) Total equity after giving effect to the Offer divided by Shares issued and fully paid after the Offer. (2) Calculated as Offer Price of 212.50 per Offer Share less pro forma net tangible book value per Share after the Offer. Exercise of the Over-allotment Option will not result in any dilution on a per
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Share basis, as all Optional Shares are being offered by the Selling Shareholders. The following table sets forth the shareholdings, and percentage of Shares outstanding, of existing and new shareholders of the Company immediately after completion of the Offer assuming full exercise of the Over-allotment Option: Number of Shares % Existing shareholders ....................... 1,310,000,000 65.5 New investors ............................ 690,000,000 34.5 Total ................................. 2,000,000,000 100.0 See also “Risk Factors — Risks Relating to the Shares — Future sales of Shares in the public market could adversely affect the prevailing market price of the Shares and shareholders may experience dilution in their holdings” on page 46 of this Prospectus. 56 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA Selected Financial Data The following tables present selected consolidated financial data for the Company. This selected data should be read in conjunction with the auditors’ report and with the consolidated financial statements for the Company and notes thereto contained in this Prospectus and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The Company’s selected financial data as of and for the years ended December 31, 2008, 2009 and 2010, and as of June 30, 2011 and for the six months ended June 30, 2010 and 2011, was derived from the audited consolidated financial statements of the Company prepared in accordance with PFRS. The Company’s selected financial data below should not be considered indicative of the results of future operations. The translation of peso amounts into U.S. dollars as of and for the year ended December 31, 2010 and the six months ended June 30, 2011 as presented herein is provided for convenience only.
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