Remarks C00388-2017

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)
Jan 25, 2017
2. SEC Identification Number
A200016575
3. BIR Tax Identification No.
005-695-791
4. Exact name of issuer as specified in its charter
PHILAB HOLDINGS CORP. (formerly ALTERRA CAPITAL PARTNERS, INC.)
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manila Postal Code 1634
8. Issuer's telephone number, including area code
(02)5519639
9. Former name or former address, if changed since last report
ALTERRA CAPITAL PARTNERS, INC.
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 62,276,060
11. Indicate the item numbers reported herein
Item 9 - Other Matters

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.

Alterra Capital Partners, Inc.ALT

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment to disclose date of approval by the Securities and Exchange Commission (the “SEC”) and date of such receipt of approval for the (i) increase of authorized capital stock from Twenty Million Pesos to up to Two Billion Pesos and (ii) to change the corporate name from Alterra Capital Partners, Inc. to Philab Holdings Corp.
Background/Description of the Disclosure

On September 14, 2016, the Board approved the amendment of the Amended Articles of Incorporation, as follows:

1. Change of corporate name from Alterra Capital Partners, Inc. to Philab Holdings Corp.
2. Change of secondary purpose to include the power to guarantee
3. Change of principal office address to the 8th Floor 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manila
4. Denial of pre-emptive rights
5. Change in par value from Php0.05 to Php0.25
6. Increase in authorized capital stock from Twenty Million Pesos to up to Two Billion Pesos

On 20 October 2016, stockholders representing at least 2/3 of the outstanding capital stock approved the following amendments to the Amended Articles of Incorporation:

1. Change of corporate name from Alterra Capital Partners, Inc. to Philab Holdings Corp.
2. Change of secondary purpose to include the power to guarantee
3. Change of principal office address to the 8th Floor 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manila
4. Denial of pre-emptive rights
5.Change in par value from Php0.05 to Php0.25
6. Increase in authorized capital stock from Twenty Million Pesos to up to Two Billion Pesos
Date of Approval by
Board of Directors		 Sep 14, 2016
Date of Approval by Stockholders Oct 20, 2016
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission Jan 20, 2017
Date of Receipt of SEC approval Jan 25, 2017
Amendment(s)
Article No. From To
FIRST Alterra Capital Partners, Inc. Philab Holdings Corp.
SECOND Existing Provisions Include the power to guarantee
THIRD 2286 Pasong Tamo Ext., Makati City 8th Floor 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manil
SEVENTH The authorized capital stock of the Corporation is Twenty Million Pesos (Php20,000,000.00) divided into Four Hundred Million (400,000,000) shares with a par value of Php0.05 per share The authorized capital stock of the Corporation is up to Two Billion Pesos (Php2,000,0000,000.00) divided into Eight Billion (8,000,000,000) shares with a par value of Php0.25 per share
ELEVENTH Provision on willingness to change corporate name Provision of denial of pre-emptive rights
Rationale for the amendment(s)

The amendments are being made due to the change of control and management of the Company. Please see below for more a more detailed explanation on each amendment:

The change in corporate name is being made so the Company can benefit from the brand or name recognition of "Philab".

The change of secondary purpose to include the power to guarantee is being made to enable the Company to financially support or lend its financial standing to its subsidiaries for capital raising purposes.

The change of principal address of the Company is brought about by the change in control in the Company and the consequent change in management. The Company will benefit from the use of the facilities and resources already set up in said office.

The inclusion of the denial of pre-emptive rights to the Amended Articles of Incorporation is being done so that the Company can raise additional capital via private placements, placing and subscription transactions and even public offerings in an expeditious manner.

The change in par value is intended to improve liquidity of the shares of the Company for the benefit of shareholders.

The increase in the authorized capital stock is to allow the Company to be poised to issue equity shares as a way of raising funds for future opportunities of growth.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Jan 20, 2017
Expected date of SEC approval of the Amended Articles of Incorporation Jan 20, 2017
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendment increasing the par value without any resulting increase in the authorized capital structure will result in the decrease in the number of issued and outstanding shares of the Company by a factor of 5.

The amendment increasing the authorized capital stock will increase the issued and outstanding capital stock of the Company. It will also enable the Corporation to fund the acquisition of up to 361,390 issued and outstanding shares of stock of Philab Industries, Inc.
Other Relevant Information

The amendments to this disclosure are: (1) date of approval by the SEC, and (2) date of receipt of such approval of the following amendments: (i) to increase the authorized capital stock from Twenty Million Pesos to up to Two Billion Pesos and (ii) to change the corporate name from Alterra Capital Partners, Inc. to Philab Holdings Corp.
Filed on behalf by:
Name Leopoldo III Aquino
Designation Corporate Information Officer