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The shareholders of the Hong Kong-listed company, International Entertainment Corporation (IEC), have approved an important step in the process that could eventually see the Philippine gaming technology company DigiPlus assume a majority shareholding in the company. Shareholders approved it with the green light during an EGM held on February 26, 2026. It approved the issuance of HK$1.6 billion (approximately $204.6 million) of convertible notes to DigiPlus and approved a substantial waiver of takeover rules.
Shareholder Backing and Regulatory Waivers
The centerpiece of the deal is the subscription by DigiPlus to HK$1.6 billion in convertible notes issued by IEC under an existing Subscription Agreement. Once these notes are fully converted at the initial conversion price, DigiPlus is expected to hold around 53.89 percent of IEC’s enlarged issued share capital, a level that would effectively hand the firm control of the company. Under Hong Kong’s Takeovers Code, crossing that threshold would normally force DigiPlus to launch a mandatory general offer for all remaining shares.
To avoid triggering such an offer, IEC sought a Whitewash Waiver from the Executive arm of the Securities and Futures Commission. The waiver will enable DigiPlus to move ahead without making a general takeover bid, provided that the independent shareholders consent to the waiver. During the meeting, more than 75 percent of the votes cast by independent shareholders voted in support of the waiver, thus fulfilling the regulatory requirement in the process. The Executive also provided consent for the Special Deal, enabling the early repayment of promissory notes through the use of a portion of the funds obtained from the convertible notes.
Funding IEC’s Integrated Resort Ambitions
IEC has previously outlined how it plans to use the proceeds from the DigiPlus subscription. The capital is earmarked to support the transformation of New Coast Hotel Manila into a fully integrated resort, under a provisional license awarded by PAGCOR in 2023. It is planning to invest between $1 billion and $1.2 billion to renovate the property, which is an affirmation of its ambitions for its Manila project.
In 2024, IEC took full operational control of the casino operations of New Coast Hotel Manila from PAGCOR. It is now directly responsible for the gaming aspect of its operations. The recent convertible note funding will be used to renovate the casino and other aspects of the property that will be part of its integrated resort ambitions. With shareholder approval now in place, a major condition for the first completion of the subscription has been fulfilled.
Conditions for Completion and Project Timeline
As of the announcement date, IEC confirmed that key conditions precedent for the initial completion of the subscription had already been met. These include the all-important shareholder approvals from the Extraordinary General Meeting and the granting of the Whitewash Waiver by the Executive. With those pieces secured, the path is clearer for DigiPlus to move toward a controlling stake once the convertible notes are issued and, eventually, converted.
IEC also provided an update on the progress of its Manila property alongside the financing developments. In financial results released on Wednesday, the company said it had finished renovation works on the casino’s ground floor in January. From this milestone, IEC is now planning to stage a grand reopening of its revamped property, the New Coast Hotel Manila, come July of this year. It will be the next major milestone that will bring together its funding, regulatory, and renovation aspects of its ambitions for its Manila project.
Source: Asia Gaming Brief (AGB)
