Shareholders of International Entertainment Corporation (IEC) have approved the issuance of HK$1.6 billion ($204.6 million) in convertible notes to Philippine gaming technology firm DigiPlus, along with a Whitewash Waiver that will allow DigiPlus to avoid making a mandatory general offer upon conversion.
According to a filing by the company, the resolutions were passed at an Extraordinary General Meeting held on February 26th, 2026, with 100 percent of the votes cast in favor of the relevant ordinary and special resolutions.
The approvals clear a key hurdle for DigiPlus to potentially become the controlling shareholder of the Hong Kong-listed casino operator.
Under the Subscription Agreement, DigiPlus will subscribe to HK$1.6 billion ($204.6 million) in convertible notes. Upon full conversion at the initial conversion price, DigiPlus would hold approximately 53.89 percent of IEC’s enlarged issued share capital, effectively giving it control of the company.
Because such a stake would normally trigger a mandatory takeover offer under Hong Kong’s Takeovers Code, IEC sought and obtained a Whitewash Waiver from the Securities and Futures Commission’s Executive, subject to independent shareholder approval. The waiver was approved by more than 75 percent of votes cast by independent shareholders, as required.
The Executive also granted consent for a Special Deal involving the early repayment of promissory notes using part of the proceeds from the convertible notes issuance.
IEC previously stated that the proceeds from the subscription would help fund the transformation of New Coast Hotel Manila into a fully integrated resort under a provisional license granted by PAGCOR in 2023. The company has pledged to invest between $1 billion and $1.2 billion in the redevelopment and, in 2024, assumed full operational control of the casino from the regulator.
As of the announcement date, key conditions precedent for the first completion of the subscription had been fulfilled, including shareholder approvals and the granting of the Whitewash Waiver.
IEC announced its financial results on Wednesday, stating that it expects to hold a grand reopening of the renovated New Coast Hotel Manila in July this year, following the completion of renovation works on the casino’s ground floor in January.
