DigiPlus wins shareholder vote for Manila casino control
International Entertainment Corporation shareholders have voted to approve a convertible notes transaction that would hand Philippine gaming company DigiPlus Interactive Corp a majority ownership position, according to a filing published on the Hong Kong Stock Exchange.
The resolution passed at an extraordinary general meeting on 26 February, with all votes cast in favour. The outcome authorises the issuance of HKD 1.6 billion ($205 million) in convertible notes to DigiPlus, and marks a decisive step toward a change of corporate control over the Hong Kong-listed company, which operates a licensed casino asset in Manila.
Structure of the deal
The notes carry a three percent annual interest rate and mature over five years. If converted in full at the initial price of HKD 1 per share, DigiPlus would receive up to 1.6 billion new shares, giving it 53.89 percent of International Entertainment’s enlarged share capital. The company currently has approximately 1.37 billion shares in issue.
A whitewash waiver, granted by the Hong Kong Securities and Futures Commission under Rule 26 of the city’s Takeovers Code, was also approved by independent shareholders at the same meeting. Under normal circumstances, acquiring more than 30 percent of a Hong Kong-listed company triggers a mandatory general offer to all remaining shareholders. The waiver removes that obligation, allowing DigiPlus to proceed with the conversion without launching a full takeover bid.
The independent financial adviser to the transaction reaffirmed at the meeting that the terms are fair and reasonable to independent shareholders. Directors accepted responsibility for the accuracy of the announcement.
Manila casino at the centre of the transaction
International Entertainment’s principal asset is a casino operation at New Coast Hotel Manila, which holds a provisional licence issued by the Philippine Amusement and Gaming Corporation (PAGCOR). The company has disclosed a target reopening of that venue in July 2026, though completion of the broader transaction remains subject to outstanding conditions.
If the corporate restructuring is consummated, a Manila casino licensed by PAGCOR will fall under the control of DigiPlus, one of the Philippines’ leading gaming companies. The legal and practical implications of such a development go beyond the usual loan transaction, considering the presence of Hong Kong listing regulations and Philippine casino licensing regulations.
Timeline and current status
The deal was first announced on 17 November 2025, when International Entertainment announced the subscription agreement with DigiPlus. The circular and notice of the extraordinary general meeting were published on 9 February 2026.
With the EGM now concluded and the resolutions passed, the companies have confirmed that certain conditions precedent to the subscription agreement have been fulfilled. However, the deal is not yet complete. International Entertainment stated that a further announcement will be made once all remaining conditions have been satisfied and the transaction closes.
What shareholder approval means in practice
The vote itself does not confer ownership. The conversion of the notes to shares, and hence DigiPlus’ majority, can only happen after all outstanding conditions are satisfied. The whitewash waiver and the shareholder mandate provide the legal basis for this to happen, but completion is a distinct process.
This distinction matters for industry observers tracking the transaction. The EGM result confirms that no shareholder opposition stands in the way, and that the independent governance requirements under Hong Kong listing and takeover rules have been met.
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