GLOBE TELECOM, INC. OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Apr 1, 20222. SEC Identification Number 11773. BIR Tax Identification No. 000-768-480-0004. Exact name of issuer as specified in its charter GLOBE TELECOM, INC.5. Province, country or other jurisdiction of incorporation PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office 27/F, The Globe Tower, 32nd Street corner 7th Avenue, Bonifacio Global City, TaguigPostal Code16348. Issuer's telephone number, including area code (02) 7797-20009. Former name or former address, if changed since last report N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
| COMMON SHARES | 133,619,207 |
| TOTAL DEBT (in Millions of Pesos) | 210,054 |
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Globe Telecom, Inc.GLO PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
GLOBE, STT GDC AND AYALA ENTER INTO $350M VENTURE TO EXPAND CURRENT DATA CENTER FOOTPRINT IN THE PHILIPPINES |
| Background/Description of the Disclosure |
Globe, a leading digital solutions platform in the Philippines with major interests in telecommunications, financial technology, digital marketing solutions, venture capital funding for startups, entertainment, and virtual healthcare announced the formation of a joint venture partnership with ST Telemedia Global Data Centres (STT GDC), one of the world's fastest-growing data center providers, and Ayala Corporation (AC), the Philippines' leading conglomerate, for the development, construction and operation of data center projects in the Philippines. |
| Date of Approval by Board of Directors | Mar 2, 2022 |
| Date of Approval by Stockholders, if applicable | N/A |
| Description and nature of the transaction including the timetable for implementation, and related regulatory requirements |
Under the agreement, both STT GDC and AC shall subscribe to new shares in KarmanEdge, Inc., a 100% owned subsidiary of GTI Business Holdings, Inc. (GTIBH) that will house the carved-out data center business, which has the potential to expand by up to 100MW capacity in the mid to long term. GTIBH is a wholly-owned subsidiary of Globe. Post execution of the share subscription agreement, GTIBH will remain the largest shareholder with a 50% ownership, followed by STT GDC with 40% and AC taking up the balance. |
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
This venture will help accelerate Globe's efforts to scale up its capacity and capabilities in the data center space and address the significant and growing demand for data center services in the country, both from local enterprises and global hyperscalers, including some of the biggest content providers in the world. This deal also allows Globe and AC to partner with one of the world's largest data center operators and importantly, a partner that also aligns with its environmental, social and governance aspirations. Today, more than 43% of STT GDC's data centers are operating with power derived from renewable sources with an ambitious 2030 carbon-neutral target for all its data centers. |
| Amount of investment and/or interest by the parties involved |
Under the agreement, both STT GDC and AC shall subscribe to new shares in KarmanEdge, Inc., a 100% owned subsidiary of GTI Business Holdings, Inc. (GTIBH) that will house the carved-out data center business, which has the potential to expand by up to 100MW capacity in the mid to long term. |
| Provisions on profit-sharing, arrangements on management and operations |
GTIBH will remain the largest shareholder with a 50% ownership, followed by STT GDC with 40% and AC taking up the balance. |
| Conditions precedent to closing of transaction, if any |
Approvals and other conditions customary to similar transactions |
| Other salient features of the joint venture agreement |
N/A |
| Name | Nature of Business | Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates |
| ST Telemedia Global Data Centres (STT GDC) | Data center provider | None |
| Ayala Corporation (AC) | Holding company | Owns 30.8% of Globe's total issued and outstanding common shares as of 31 December 2021 |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
As a result, Globe's data center business will be carved out and post-transaction, will no longer be consolidated in the financial statements of the company. Revenues related to the carved out business comprise less than 5% of Total Consolidated Gross Service Revenues. |
| Other Relevant Information |
This disclosure is being amended to disclose that Globe, ST Telemedia Global Data Centres and Ayala Corporation signed and executed all the definitive agreements and met all closing conditions related to the transaction on 31 March 2022. Please refer to the relevant attachment. |
| Name | Jose Mari Fajardo |
| Designation | Director |
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Globe Telecom Inc. published this content on 04 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2022 00:23:09 UTC.
