C06853-2016

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Dec 8, 2016
2. SEC Identification Number
PW-364
3. BIR Tax Identification No.
000-270-220-000
4. Exact name of issuer as specified in its charter
Victorias Milling Company, Inc.
5. Province, country or other jurisdiction of incorporation
Negros Occidental, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
VMC Compound, J.J. Ossorio St., Brgy. XVI, Victorias City, Negros Occidental Postal Code 6119
8. Issuer's telephone number, including area code
+63-34-399-3588
9. Former name or former address, if changed since last report
-
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 2,613,240,320
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Victorias Milling Company, Inc.VMC

PSE Disclosure Form 4-26 - Legal Proceedings References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Case filed against VMC.
Background/Description of the Disclosure

In a Resolution dated May 16, 2016, the Court of Appeals denied East West Banking Corporation’s (EWBC) Motion for Reconsideration on the Decision of the CA. The said CA’s Decision denied the Petition for Review filed by EWBC, after the SEC En Banc reversed the Order of the SEC Hearing Panel 1, granting the Motion of EWBC to compel VMC to allow it to exercise its option for the conversion of the unconverted convertible notes.
Name of the court or agency in which the proceedings are pending Securities and Exchange Commission.
Date Instituted Nov 11, 2014
Docket Number SEC Case No. 07-97-5693
Principal Parties

Victorias Milling Company, Inc. and East West Banking Corporation.
Nature and description of the legal proceedings

"In its Decision dated January 19, 2016 (“CA Decision dated January 19, 2016”), the Court of Appeals (“CA”) denied the Petition for Review dated September 15, 2015 filed by East West Banking Corporation (“EWBC”). The dispositive portion of the CA Decision dated January 19, 2016 states:

“WHEREFORE, in view of the foregoing, the instant Petition is hereby DENIED and the Decision dated August 11, 2015 of the Securities and Exchange Commission En Banc in SEC En Banc Case No. 04-15-368 (SEC Case No. 07-97-5693) is AFFIRMED."

“Consequently, petitioner’s application for injunctive relief is likewise DENIED.”

In the Resolution dated May 16, 2016 (“CA Resolution dated May 16, 2016”), the CA also denied the Motion for Reconsideration filed by EWBC vis-a-vis the CA Decision dated January 19, 2016.

EWBC appealed the CA Decision dated January 19, 2016 and the CA Resolution dated May 16, 2016 by filing a “Petition for Review dated June 10, 2016” with the Supreme Court (“SC”).

In compliance with the SC Resolution dated August 8, 2016 (“SC Resolution dated August 8, 2016”), Victorias Milling Company, Inc. (“VMC”) filed its Comment/Opposition on October 13, 2016.

On September 23, 2016, the CA issued a Resolution (“CA Resolution dated September 23, 2016”) which states:

“In view of the result of CMIS verification on September 16, 2016 which shows that no Supreme Court petition has been filed, the decision became final on June 12, 2016. An entry of judgment is ordered issued.”

Thus, the CA issued an Entry of Judgment dated September 23, 2016 (“Entry of Judgment dated September 23, 2016”) which states:

“This is to certify that on JANUARY 19, 2016 a decision rendered in the above-entitled case was filed in this Office, the dispositive part of which reads as follows:

‘WHEREFORE, in view of the foregoing, the instant Petition is hereby DENIED and the Decision dated August 11, 2015 of the Securities and Exchange Commission En Banc in SEC En Banc Case No. 04-15-368 (SEC Case No. 07-97-5693) is AFFIRMED.

‘Consequently, petitioner’s application for injunctive relief is likewise DENIED.

‘SO ORDERED.’

and that the same has on JUNE 12, 2016 become final and executory and is hereby recorded in the Book of Entries of Judgments.

“September 23, 2016, Manila Philippines.”

A cursory reading of the copy of the Petition for Review dated June 10, 2016 readily reveals that EWBC did not serve a copy of the same on the CA. A perusal of the Petition for Review dated June 10, 2016 indicates that EWBC only served copies on the following: (a) Securities and Exchange Commission (SEC); (b) Atty. Luis Ma. G. Uranza, Rehabilitation Receiver of VMC; and (c) VMC, through the undersigned counsel. It appears that while EWBC filed Petition for Review dated June 10, 2016, it failed to serve the CA a copy of the same.

Section 3 of Rule 45 of the Rules of Court and Circular No 19-91 dated August 13, 1991 require: (1) service of a copy of the petition on the lower court concerned and on the adverse party; and (2) the submission of proof of such service together with the petition.

As such, VMC filed a Supplemental Comment/Opposition on December 5, 2016 which prayed for the outright dismissal of the Petition for Review filed by EWBC dated June 10, 2016, on the basis of CA Resolution dated September 23, 2016, Entry of Judgment dated September 23, 2016, as well as Section 3 of Rule 45 of the Rules of Court and Circular No 19-91 dated August 13, 1991."
The effect(s) on the Issuer's business or operations, if any

None
Other Relevant Information

Amending the December 6, 2016 disclosure as requested by the Exchange to explain VMC's position on the manifestation disclosed by EWBC to avoid confusion by the investing public.
Filed on behalf by:
Name Eva Rodriguez
Designation Compliance and Information Officer