"At the special board meeting held on January 21, 2011, the Board of Directors of the Synergy Grid & Development Philippines, Inc. approved the following matters: (a) incurrence by the Corporation of indebtedness in the form of loan and credit facilities up to the principal amount of US$225,000,000.00 arranged by Standard Chartered Bank through its Singapore Branch and the execution, for such purpose, of a Secured Facilities Agreement (the "Agreement”) with various parties; (b) provision by the Corporation of the following security for the obligations to be created under the Agreement: (i) pledge of all the shares that it will own in the entities that will become its subsidiaries/affiliates as a result of the share swap involving the exchange of the shares of the Corporation with the shares in Pacifica21 Holdings Inc. ("Pacifica”) and OneTaipan Holdings, Inc.; (ii) pledge or assignment of all receivables under an advance to be provided to Pacifica; and (iii) pledge, mortgage or assignment of any other assets of the Corporation; (c) the extension of an advance of up to US$225,000,000.00 in favour of Pacifica to refinance group debts; (d) opening of deposit accounts with Standard Chartered Bank, Philippine Branch, and (e) entry into hedging transactions and/or availment by it of financial and/or investment products, funding mechanisms, foreign exchange transactions, option contracts, forward contracts, cross-currency swaps, interest rate swaps and cross-currency interest rate swaps, to enable the Corporation to manage and/or hedge its interest rate exposures and foreign exchange risks.”
Pursuant to the foregoing board approval, the Synergy Grid & Development Philippines, Inc. entered into a Secured Facilities Agreement on January 25, 2011. Thereafter, since the Corporation needed to obtain additional loans and credit facilities from time to time, it disclosed on March 11, 2011, the following board action:
"At the special board meeting held on March 11, 2011, the Board of Directors of the Corporation approved (1) the incurrence by the Corporation of additional indebtedness and the obtention of additional loan and credit facilities in amounts as may be deemed necessary, through supplements and/or amendments to the Secured Facilities Agreement dated January 25, 2011 executed by and among the Corporation, Standard Chartered Bank and various parties, and (2) that such indebtedness be secured by a pledge, mortgage or assignment of the assets of the Corporation.”
"At the special board meeting on April 30, 2012, the Board resolved to approve the Third Amendment Agreement wherein the Corporation shall guarantee the US$100,000,000.00 borrowed byPower Access Global Inc. (the "Facility C Borrower”), and the Side Letter whereby the security granted by the Corporation under the Original Facility Agreement shall be automatically extended to the Facility C Borrower in the event of Default under the Facility C. Power Access Global Inc. is a corporation whose major shareholder is Mr. Robert Coyiuto, Jr., who is also a registered major shareholder of Pacifica and whose shares in Pacifica are pledged under the Secured Facilities Agreement. The Facility C Borrower shall apply all amounts availed under Facility C for the purposes of funding investments in the Philippines identified by Mr. Robert Coyiuto Jr. and towards the payment of fees, costs and expenses incurred under the Finance Documents or in connection with Facility C.
- https://www.affordablecebu.com/
