-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ApZXXduP5RYqK9ySCnxmRAtFBhb6BnaKx69hV3/LkKzu6z/Drk3RubrRXoAd7oaP J2VXIrop8TbGj7y5uOaoxw== 0000950103-07-001157.txt : 20070508 0000950103-07-001157.hdr.sgml : 20070508 20070508115705 ACCESSION NUMBER: 0000950103-07-001157 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eTelecare Global Solutions, Inc. CENTRAL INDEX KEY: 0001377902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980467478 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82854 FILM NUMBER: 07826888 BUSINESS ADDRESS: STREET 1: 31ST FLOOR CYBERONE BUILDING STREET 2: EASTWOOD CITY, CYBERPARK BAGUMBAYAN CITY: QUEZON CITY METRO MANILA STATE: R6 ZIP: 1110 BUSINESS PHONE: 6329165670 MAIL ADDRESS: STREET 1: 31ST FLOOR CYBERONE BUILDING STREET 2: EASTWOOD CITY, CYBERPARK BAGUMBAYAN CITY: QUEZON CITY METRO MANILA STATE: R6 ZIP: 1110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AYALA CORP CENTRAL INDEX KEY: 0001398500 IRS NUMBER: 000000000 STATE OF INCORPORATION: R6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 33RD FLOOR TOWER ONE EXCHANGE PLAZA STREET 2: AYALA TRIANGLE, AYALA AVENUE CITY: MAKATI CITY, METRO MANILA STATE: R6 ZIP: 1226 BUSINESS PHONE: (632) 841-5346 MAIL ADDRESS: STREET 1: 33RD FLOOR TOWER ONE EXCHANGE PLAZA STREET 2: AYALA TRIANGLE, AYALA AVENUE CITY: MAKATI CITY, METRO MANILA STATE: R6 ZIP: 1226 SC 13D 1 dp05589_13d.htm Unassociated Document
     
     
     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
     
eTelecare Global Solutions, Inc.
(Name of Issuer)
 
Common Shares, PhP1.00 par value
(Title of Class of Securities)
 
29759R102
(CUSIP Number)
 
Ayala Corporation
Alfredo I. Ayala
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Metro Manila, Philippines 1226
(632) 841-5324
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 28, 2007
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP No.
 
29759R102
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
                                                             AYALA CORPORATION
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
                    Internally-generated funds
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                 o
 
6.
Citizenship or Place of Organization
 
Republic of the Philippines
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
                    7,171,925 common shares
8.
Shared Voting Power
                    Not applicable
9.
Sole Dispositive Power
                    Not applicable
10.      
Shared Dispositive Power
                    Not applicable
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     Php7,171,925.00 (7,171,925 common shares @ Php1.00 par value)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                            o
                    Not applicable
13.
Percent of Class Represented by Amount in Row (11)
                    12.6%
14.
Type of Reporting Person (See Instructions)
                    Parent Company
 


 
Item 1. Security and Issuer
 
The class of equity securities to which this statement relates are the Common Shares of eTelecare Global Solutions, Inc., a corporation duly organized and existing under Philippine laws (the “Issuer”) with a par value of PhP1.00 per share (the “Shares”). The principal executive offices of the Issuer are located at 31st Floor Cyberzone Building, Eastwood City, Cyberpark Bagumbayan, Quezon City, Philippines. The Shares were registered with the U.S. Securities and Exchange Commission on March 27, 2007.
 
Item 2. Identity and Background
 
The name of the person filing this statement is Ayala Corporation.
 
Ayala Corporation wholly owns Azalea International Venture Partners Ltd. (a British Virgin Islands “BVI” company), Azalea International Venture Partners, Ltd. in turn wholly owns OneLife Investment Ltd. (a BVI company) which in turn, wholly owns Newbridge International Investment Ltd. (the “Buyer”), also a BVI company.
 
The principal office of Ayala Corporation is 34th Floor Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226.
 
The principal offices of Azalea International Venture Partners Ltd., OneLife Investment Ltd. and Newbridge International Investment Ltd. are c/o 33rd Floor Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226.
 
The name, business address, present principal occupation or employment, principal business address and citizenship of each director and executive officer of Ayala Corporation, Newbridge International Investment Ltd., Azalea International Venture Partners Ltd. and OneLife Investment Ltd. are set forth in the attached Schedule A.
 
Ayala Corporation is the holding company of the Ayala group with principal business interests in real estate and hotels, financial services and bancassurance, telecommunications, electronics, information technology and business process outsourcing services, utilities, automotives, international and others.
 
Azalea International Venture Partners Ltd., OneLife Investment Ltd. and Newbridge International Investment Ltd. are offshore investment vehicles utilized by Ayala Corporation for its various investments in the business process outsourcing sector.
 
During the last five years, none of Ayala Corporation, Azalea International Venture Partner Ltd., OneLife Investment Ltd. and Newbridge International Investment Ltd., and to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration
 
The prices for the Shares purchased on the following dates were: (i) on June 28, 2006 - PHP802 Million; (ii) on July 10, 2006 - PHP9.3 Million; (iii) on August 4, 2006 - PHP10 Million; and (iv) on March 28, 2007 - US$15.3 Million. Such prices were paid through own funds.
 
See also Item 5 of this Schedule 13D.
 
Item 4. Purpose of Transaction
 
The Shares to which this statement relates were acquired for investment purposes only.
 
Ayala Corporation intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Company securities, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, Ayala Corporation has engaged and/or may in the future engage, legal and
 



financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.
 
Except as set forth in this Statement, the Ayala Corporation has no plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 
Item 5. Interest in Securities of the Issuer 
 
(a) Ayala Corporation has acquired, through the investment vehicles mentioned in Item 2 above, and for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 7,171,925 Shares, representing approximately 12.6% of the outstanding Shares of the Issuers.
 
Except as set forth in this Item 5(a), none of Buyer, and, to the best of its knowledge, any persons named in Schedule A, hereto owns beneficially any Shares.
 
(b) Ayala Corporation, through the investment vehicles mentioned in Item 2 above, has sole power to vote and to dispose of 7,171,925 Shares.
 
(c) Information concerning transactions in Shares since June 28, 2006 by Ayala Corporation, through the investment vehicles mentioned in Item 2 above, is set forth below and in the attached Schedule B.
 
On June 28, 2006, Ayala Corporation acquired the following number of Shares resulting in Ayala Corporation beneficially owning 11.02% of the outstanding capital stock of the Issuer:
 
 
1.
2,290,468 Shares for a total purchase price of PHP389,379.560.00;
 
 
2.
2,500,000 Shares for a total purchase price of PHP412,233,602.00.
 
On July 10, 2006, Ayala Corporation purchased 50,000 Shares for a total purchase price of PHP9,313,500.00 increasing Ayala Corporation’s beneficial ownership of the Issuer’s outstanding capital stock to 11.10%.
 
On August 4, 2006, Ayala Corporation purchased 58,880 Shares for a total purchase price of PHP10,009,600.00, increasing Ayala Corporation’s beneficial ownership of the Issuer’s outstanding capital stock to 11.23%.
 
On March 28, 2007, Ayala Corporation purchased 2,272,577 Shares of the Issuer at a cost per share of US$6.75, resulting in Ayala Corporation beneficially owning 12.6% of the Issuer’s outstanding capital stock upon the Issuer’s initial public offering of American Depositary Shares.
 
    (d) Inapplicable.
 
(e) Inapplicable.
 
 
To the best knowledge of Ayala Corporation, Azalea International Venture Partners Ltd., OneLife Investment Ltd. and Newbridge International Investment Ltd., there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
 
Item 7. Material to be Filed as Exhibits
 
Not Applicable
 
 



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
      May 8, 2007
     
Date
     
 
       
       
      /s/ Salomon M. Hermosura
   
Signature
       
       
       
      Salomon M. Hermosura
Managing Director
(Name/Title)
 



SCHEDULE A
 
 
 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
AYALA CORPORATION
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Ayala Corporation (“Reporting Person”) are set forth below.
 
Name
Employer & Business Address
Occupation/Position
Citizenship
Jaime Augusto Zobel de Ayala II
Ayala Corporation
35/F Tower One Exchange Plaza,
Ayala Avenue, Makati City,
Philippines 1226
 
Chairman and CEO; Director
Filipino
Fernando Zobel de Ayala
Ayala Corporation
35/F Tower One Exchange Plaza,
Ayala Avenue, Makati City
Philippines 1226
President and COO; Director
Filipino
Mercedita S. Nolledo
Ayala Corporation
34/F Tower One Exchange Plaza,
Ayala Avenue, Makati City
Philippines 1226
Director and Corporate Secretary
Filipino
Delfin L. Lazaro
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226
Director
Filipino
Xavier P. Loinaz
c/o Bank of the Philippine Islands
19/F BPI Head Office
Ayala Avenue corner Paseo de Roxas,
Makati City Philippines 1226
Director
Filipino
Meneleo J. Carlos, Jr.
c/o Resins, Inc.
E. Rodriguez Ave.,
Bgy. Bagong Ilog, Pasig City Philippines
Director
Filipino
Toshifumi Inami
c/o Mitsubishi Corporation
52/F PBCom Tower
VA Rufino St., Makati City
Director
Japanese
Rufino Luis T. Manotok
Ayala Corporation
34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226
Senior Managing Director and Chief Finance Officer
Filipino
Ramon G. Opulencia
Ayala Corporation
33/F Tower One Exchange Plaza,
Ayala Avenue, Makati City,
Philippines 1226
Managing Director and Treasurer
Filipino
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza,
Ayala Avenue, Makati City,
Philippines 1226
Managing Director and Asst. Corporate Secretary
Filipino
 


 
 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
AZALEA INTERNATIONAL VENTURE PARTNERS LTD.
 
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Azalea International Venture Partners Ltd. are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Delfin L. Lazaro
Ayala Corporation
34/F Tower One Exchange Plaza,
Ayala Avenue, Makati City Philippines 1226
Director
Filipino
Ricardo N. Jacinto
c/o Ayala Corporation
32/F Tower One Exchange Plaza,
Ayala Avenue, Makati City Philippines 1226
Managing Director
Filipino
Gerardo C. Ablaza, Jr.
c/o Globe Telecom
5/F Globe Telecom Plaza Pioneer cor Madison Sts.
Mandaluyong City Philippines
Senior Managing Director
Filipino
Rufino Luis T. Manotok
c/o Ayala Corporation
34/F Tower One Exchange Plaza,
Ayala Avenue, Makati City, Philippines 1226
Senior Managing Director and Chief Finance Officer
Filipino
Charles C. Cosgrove
c/o Ayala International
Raffles City Tower
#320-03 A Singapore
Managing Director
American

 

 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
OneLife Investment Ltd.
 
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of OneLife Investment Ltd. are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Alfredo I. Ayala
Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226
Managing Director
Filipino
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226
Managing Director
Filipino

 
 
DIRECTORS AND EXECUTIVE OFFICERS OF
 
NEWBRIDGE INTERNATIONAL INVESTMENT LTD.
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Newbridge International Investment Ltd (“Buyer”) are set forth below.
 
Name
Employer & Business Address
Occupation/ Position
Citizenship
Renato O. Marzan
Ayala Corporation
33/F Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226
Managing Director
Filipino
Ricardo N. Jacinto
Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue, Makati City Philippines 1226
Managing Director
Filipino

 

 

 

 

 

 
 



SCHEDULE B
 
         
 
 
TRANSACTIONS IN SHARES OF THE ISSUER SINCE JUNE 28, 2006
 
BY AYALA CORPORATION
 
All of the purchases of Shares set forth below were made by Ayala Corporation (Reporting Person) through Newbridge International Investment Ltd. (Buyer):
 
Date of Transaction
 
Number of
Shares Purchased
 
Nature of Purchase
 
Approximate
Price Per Share
 
Aggregate
Purchase Price
June 28, 2006
 
2,290,468
 
Indirect
 
PHP167.34
 
PHP389,379.560.00
June 28, 2006
 
2,500,000
 
Indirect
 
PHP167.34
 
PHP412,233,602.00
July 10, 2006
 
50,000
 
Indirect
 
PHP177.47
 
PHP9,313,500.00
August 4, 2006
 
58,880
 
Indirect
 
PHP177.47
 
PHP10,009,600.00
March 28, 2007
 
2,272,577
 
Indirect
 
US$6.75
 
US$15,339,894.00
Total
 
7,171,925
           





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