C03657-2017

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)
Jun 13, 2017
2. SEC Identification Number
39652
3. BIR Tax Identification No.
004-844-938
4. Exact name of issuer as specified in its charter
Medco Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31st Floor, Rufino Pacific Tower, 6784 Ayala Ave., Makati City, Metro Manila, Philippines Postal Code 1229
8. Issuer's telephone number, including area code
(632) 811-0465 to 66
9. Former name or former address, if changed since last report
N/A
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 700,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

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.

MEDCO Holdings, Inc.MED

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Issuance of 2,459,292,441 common shares of Medco Holdings, Inc. ("MED")
Background/Description of the Disclosure

The Board of Directors of MED approved on May 31, 2017 the subscription to 2,459,292,441 new common shares (the "Subscription Shares") from the increase in authorized capital stock of the Corporation from Php35 million divided into 700 million common shares with par value of Php 0.05 per share to Php470 million divided into 9,400,000,000 common shares with par value of Php0.05 per share (the "Increase in Capital Stock") at the issue price equivalent to a par value of Php 0.05 per share.
Date of Approval by Board of Directors May 31, 2017
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The transaction subject of this disclosure is the issuance of the Subscription Shares pursuant to the Increase in Capital Stock.

MED and the subscribers to the Subscription Shares executed the Subscription Agreements for the Subscription Shares.

MED will file with the Securities and Exchange Commission (“SEC”) the required directors’ resolutions and other supporting documents for the Increase in Capital Stock.

MED will file for the listing of the Subscription Shares with the Philippine Stock Exchange after the SEC has approved the Increase in Capital Stock and the Corporation has issued the Subscription Shares pursuant to the Subscription Agreements.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The transaction will give MED a healthier balance sheet with an increase in its equity and asset base and a decrease in its liabilities.

Furthermore, the increase in MED's authorized capital stock will give MED the ability to raise more funds by issuing more shares from its unissued shares (after the SEC has approved the Increase in Capital Stock) when so required.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The issuance of the Subscription Shares will be at Php 0.05 per share. The aggregate value of the consideration will be Php122,964,622.05. The subscriptions to the Subscription Shares will be paid through the assignment of debts amounting to Php122,964,622.05 upon the execution of the Subscription Agreements.
The basis upon which the consideration or the issue value was determined

The issue price for the Subscription Shares is Php0.05 per share which is the par value of the new shares.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The subscription price for the Subscription Shares will be paid through the assignment of debts amounting to Php122,964,622.05. Thus, the subscription price will be used to repay said debts.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
Bonham Strand Investments Ltd. Investment Holding Company None
Mr. Xu Hanjiang Individual Investor None
Organizational/Ownership Structure of Subscribers
Beneficial Owners/Subscribers Controlling Shareholders of Subscribers Number of Shares Held %
- Please see attached table (Annex A) - -
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Incorporated in the British Virgin Islands on January 4, 2016, Bonham Strand Investments Ltd. is an investment holding company which will be invested solely in MED shares and which does not have any other active business pursuits and objectives and has no future plans to engage in any other active business pursuit. Mr. Xu Hanjiang is principally engaged in personal investing and his investment in MED shares is part of his business activities.
The interest which directors of the parties to the transaction have in the proposed transaction

None except those disclosed above.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The Corporation is committed to complying with all legal requirements under the law with respect to the transaction.
Any conditions precedent to closing of the transaction

The approval by the SEC of the Increase in Capital Stock.
Change(s) in the composition of the Board of Directors and Management

None

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Bonham Strand Investments Ltd. 0 0 2,201,179,241 69.67
Mr. Xu Hanjiang 0 0 258,113,200 8.17
Citivest Asia Limited 322,314,874 46.05 322,314,874 10.2
Mr. Bobby Cheng Sai Chong 1 0 1 0
Mr. Dionisio E. Carpio, Jr. 1,008 0 1,008 0
Ms. Edna D. Reyes 50,000 0 50,000 0
Ms. Pauline C. Tan 1 0 1 0
Mr. Pedro M. Cadavida, Jr. 1 0 1 0
Ms. Caly D. Ang 1 0 1 0
Mr. Solomon R.B, Castro 11 0 11 0

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Stock/MED 700,000,000 3,159,292,441
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Stock/MED 700,000,000 3,159,292,441
Treasury Shares
Type of Security /Stock Symbol Before After
Common Stock/MED 0 0
Listed Shares
Type of Security /Stock Symbol Before After
Common Stock/MED 700,000,000 3,159,292,441
Effect(s) on the public float, if any Public float will decrease from 53.95% to 20.12%.
Effect(s) on foreign ownership level, if any Foreign ownership will increase from 54.01% to 89.81%.
Other Relevant Information

MED shall decrease its authorized capital stock from Seven Hundred Million Pesos (Php700,000,000) divided into seven hundred million (700,000,000) common shares to Thirty Five Million (Php35,000,000.00) divided into seven hundred million (700,000,000) common shares by reducing par value per share from Php1.00 to Php0.05, to reduce MED’s deficit. This will be subject to the approval from the Securities and Exchange Commission;

After the decrease in capital has been approved by the SEC, MED shall increase its authorized capital stock from Php35 million divided into 700 million shares with par value of Php0.05 per share to Php470 million divided into 9.4 billion common shares with par value of P0.05 per share. This will also be subject to the approval from the Securities and Exchange Commission.

The disclosure is hereby amended to include copies of the executed Subscription Agreements (Annexes B-1 and B-2).

Please note that Bonham Strand Investments Ltd. is incorporated under the laws of British Virgin Islands and it is not required to prepare and file Audited Financial Statements. As such, it has no available Audited Financial Statements for disclosure.

Please see attached financial highlights of Bonham Strand Investments Ltd. (Annex C).

Please also see attached structural chart showing MED's stockholders before and after the subscription of new shares. (Annex D).

Millennium Empire Holdings Ltd. is an investment holding company which was incorporated on January 4, 2016 in the British Virgin Islands. Its sole investment is in the shares of stock of Bonham Strand Investments Ltd. Both Millennium Empire Holdings Ltd. and Bonham Strand Investments Ltd. have been in operation for one year and six months. As of December 31, 2016, loans from Citivest Asia Limited, Fair Navigator Ltd., Classic Tycoon Investment Ltd., Prowealth Asia Limited and Cynthia Espiritu (under Accounts Payable) amounted to Php122,780,426. The total loan amount plus accrued interest were assigned to Bonham Strand Investments Ltd. and Mr. Xu Hanjiang last May 24, 2017. On May 31, 2017, Bonham Strand Investments Ltd. and Mr. Xu Hanjiang executed a subscription agreement with MED in which they assigned their loans receivable from MED as payment for the shares subscription.

The disclosure is further amended to correct the clerical error made on the number of shares held by Millennium Empire Holdings Ltd. in Bonham Strand Investments Ltd. from one (1) share to twenty thousand and one (20,001) shares per Annexes A and D.
Filed on behalf by:
Name Mary Ann Miel
Designation Chief Accountant