Cebu Air, Inc. Increases Stake in 1AV to 60%

Cebu Air, Inc. (CEB) has signed a Deed of Assignment of Credit and Subscription with 1AV for the assignment of credit and subscription to One Million One Hundred Thirty Thousand (1,130,000) shares, each with a par value of One Hundred Pesos (P100) per share, amounting to a total of One Hundred Thirteen Million Pesos (P113,000,000).

The subscription of additional shares arose from the agreement of the 1AV stockholders to convert certain shareholder loans and advances into equity/common stock (the Debt-to-Equity Conversion).

The Debt-to-Equity Conversion will increase CEB's ownership stake in 1AV from currently 40% to 60%.

These shares will be issued from the total unissued shares of 1AV.

The Debt-to-Equity Conversion arises from certain loans and advances extended by the stockholders to 1AV in the total amount One Hundred Fifty Million Pesos (Php 150,000,000). All parties agreed to convert the same into equity, with CEB’s debt portion at One Hundred Thirteen Million Pesos (Php 113,000,000). As a result, CEB will acquire a 60% ownership stake in 1AV, while also strengthening 1AV’s financial position by reducing its liabilities.

As a majority owner, CEB can integrate 1AV's services more seamlessly with its operations, creating synergies that could reduce operational costs and improve service quality, particularly in groundhandling and logistical support.

The terms and conditions of the transaction:

Number of shares to be acquired or disposed: 1,130,000
​Percentage to the total outstanding shares of the company subject of the transaction: 60%
Price per share: P100

The other shareholders, Philippine Airport Ground Support Solutions, Inc. (PAGSS) and Mr. Jefferson G. Cheng (JGC), have both agreed to convert their outstanding loans in 1AV, amounting to P34,225,000 from JGC and P2,775,000 from PAGSS, respectively, or a total of P37,000,000, into equity through the issuance of 370,000 common shares. As a result of this conversion, PAGSS and JGC will collectively hold a 40% ownership interest in 1AV.

1Aviation Groundhandling Services, Corp. (1AV) is one of the leading providers of ground handling services in the Philippines. Founded in March 01, 2018, 1AV is currently present in 34 airports across the Philippines with 6,224 employees, and continues to expand its operations supporting the country's largest airline and other international carrier.