Hong Kong-listed International Entertainment Corp (IEC) – the owner of New Coast Hotel Manila – has announced 26 February 2026 as the day that shareholders will cast their vote on whether to issue convertible notes to the value of HK$1.6 billion (US$206 million) to Philippines gaming technology firm DigiPlus, and whether to seek a Whitewash Waiver to avoid a subsequent mandatory takeover offer.
IEC has called an Extraordinary General Meeting for 26 February to hold the vote, which follows the November revelation that DigiPlus could become its new controlling stakeholder.
Under the terms of the Subscription Agreement, DigiPlus will – if approved – subscribe to the HK$1.6 billion in notes which upon full conversion would see it hold a controlling 53.89% stake in IEC based on the enlarged issue.
Conversion may, however, depend on the granting of a Whitewash Waiver because full conversion of the notes would trigger an obligation for DigiPlus to make a mandatory general offer for all general shares it does not already own.
Should the Whitewash Waiver not be granted or approved, DigiPlus has the opportunity to determine whether it wishes to proceed with the subscription at all.
IEC stated previously that it would use some of the proceeds from the Subscription Agreement to help fund the transformation of New Coast Hotel Manila hotel and casino into a fully-fledged integrated resort as per a provisional license issued by PAGCOR in 2023. The company has pledged to spend at least US$1 billion to do so, having in 2024 taken over full operational control of its previously PAGCOR-run casino from the regulator.
The company also plans to utilize HK$489 million (US$63 million) to repay promissory notes and another HK$392 million (US$50 million) to pay back outstanding bank loans – also pending approval by shareholders and Hong Kong’s Securities and Futures Commission.
IEC previously said it “believes the Subscription to be beneficial to improve and strengthen the Group’s liquidity and financial position on a longer-term basis as the Notes are of a five-year tenor. In the event that [DigiPlus) converts part or the full amount of the Notes into the Conversion Shares, it will also broaden the Shareholder and capital base of the Company.”
DigiPlus, for its part, has stated that the acquisition would “strengthen DigiPlus’ omnipresent entertainment ecosystem by adding a strategic offline platform that seamlessly connects with its digital network, enhancing brand activation, player engagement, and customer experience across both physical and online touchpoints.”
The revamped New Coast Hotel Manila is slated to include a total gross floor area of at least 250,000 square meters, at least 800 5-star luxury hotel rooms and retail areas of at least 20,000 square meters consisting of casinos, restaurants, leisure facilities and shopping arcades.
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