Da Vinci Capital Holdings, Inc. and Cosco Capital, Inc. signed a deed of exchange for a share-swap transaction on June 18, according to Da Vinci Capital’s disclosure to the exchange on Monday.

Previously, the firm said that it will relaunch its activities via a liquor distribution business.

Da Vinci Capital will get all of Cosco Capital’s interests in Montosco, Inc., Meritus Prime Distribution, Inc., and Premier Wine and Spirits, Inc. (PWSI).

The deal comprises 7.5 million Montosco shares, 7.5 million Meritus Prime Distribution shares, and 1.5 million PWSI shares.

In return, the firm would issue 11.25 billion P2 common shares to Cosco Capital.

Following the share-swap transaction, Da Vinci Capital will seek permission from the Securities and Exchange Commission (SEC) for an increase in permitted capital stock and Cosco Capital’s subscription of shares in the business.

“[The business] will also seek SEC confirmation on its exemption from securities registration and the value of the shares that will stand as compensation to be received from Cosco Capital pursuant to the share-for-share swap,” Da Vinci Capital said.

Once the SEC gives the go light, both firms will file for the certificate allowing registration with the Bureau of Internal Revenue and listing of the extra shares on the Philippine Stock Exchange within a year.

Da Vinci Capital previously said that, subject to shareholder and regulatory clearance, it will change its name to The Keepers Holdings, Inc.


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