C03672-2017

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 9, 2017
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITY Postal Code 1105
8. Issuer's telephone number, including area code
(02) 371 1111
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 SHARES 1,169,040,400
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.

SBS Philippines CorporationSBS

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

Approval of the Shareholders to amend the Seventh Article of the Corporation's Articles of Incorporation to increase the authorized capital stock of the Corporation
Background/Description of the Disclosure

In its meeting held on 9 June 2017, the shareholders representing at least 2/3 of the outstanding capital stock of the Corporation voted to approve the increase the authorized capital stock of the Corporation from Philippine Pesos: One Billion Five Hundred Fifty Million (PhP 1,550,000,000.00), divided into One Billion Five Hundred Fifty Million (1,550,000,000) common shares with par value of One Peso (PhP 1.00) per share to up to Philippine Pesos: Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (PhP 5,552,500,000.00), divided into Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (5,552,500,000) common shares with par value of One Peso (PhP 1.00) per share and such increase to be done in two or more tranches and that a stock rights offering will be used to support the increase of the first tranche from Philippine Pesos: One Billion Five Hundred Fifty Million (PhP 1,550,000,000.00), divided into One Billion Five Hundred Fifty Million (1,550,000,000) common shares with par value of One Peso (PhP 1.00) per share to Philippine Pesos Three Billion Nine Hundred Eighty Five Million (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (PhP 1.00) per share; and that it delegated to the Board of Directors the manner by which to support the subsequent increase from Philippine Pesos Three Billion Nine Hundred Eighty Five Million (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (PhP 1.00) per share to Philippine Pesos: Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (PhP 5,552,500,000.00), divided into Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (5,552,500,000) common shares with par value of One Peso (PhP 1.00) per share, either in one or more tranches, which may include but will not be limited to private placement transactions, public offerings, or stock rights offering.
Date of Approval by
Board of Directors		 Apr 21, 2017
Date of Approval by Stockholders Jun 9, 2017
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 TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Seventh Article SEVENTH: That the authorized capital stock of the Corporation is One Billion Five Hundred Fifty Million Pesos (PhP 1,550,000,000.00) in lawful money of the Philippines, divided into One Billion Five Hundred Fifty Million (1,550,000,000) common shares with a par value of One Peso (P1.00) each SEVENTH: That the authorized capital stock of the Corporation is Three Billion Nine Hundred Eighty Five Million Pesos (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (P1.00) each
Rationale for the amendment(s)

The increase in the authorized capital stock is intended to support the capital raising exercise to be undertaken by the Company.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

Part of the increase in the authorized capital stock will be used to support a capital raising exercise to be undertaken by the Company by way of a stock rights offering to raise additional equity capital in line with diversification plans of the Company to engage in property related investments and businesses and increase the property-related investments portfolio of the group.

The net proceeds to be raised from such share issue will be used to increase the cash reserves of the Company which will be used primarily as capital infusion in SBS Holdings and Enterprises Corporation, a wholly-owned subsidiary of the Company, to build up its property related investments and businesses and the rest to prepay a term loan, expand the Company's distribution network and for the general working capital requirements of the Company.
Other Relevant Information

In its meeting held on 9 June 2017, the shareholders representing at least 2/3 of the outstanding capital stock of the Corporation voted to approve an overall increase the authorized capital stock ("ACS") of the Corporation from Philippine Pesos: One Billion Five Hundred Fifty Million (PhP 1,550,000,000.00) to up to Philippine Pesos: Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (PhP 5,552,500,000.00), and for such increase to be done in two or more tranches:

(a) The first tranche to be from Philippine Pesos: One Billion Five Hundred Fifty Million (PhP 1,550,000,000.00), divided into One Billion Five Hundred Fifty Million (1,550,000,000) common shares with par value of One Peso (PhP 1.00) per share to Philippine Pesos Three Billion Nine Hundred Eighty Five Million (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (PhP 1.00) per share, with the previously approved stock rights offering to be used to support the first tranche ACS increase; and

(b) The subsequent ACS increase from Philippine Pesos Three Billion Nine Hundred Eighty Five Million (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (PhP 1.00) per share to Philippine Pesos: Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (PhP 5,552,500,000.00), divided into Five Billion Five Hundred Fifty Two Million Five Hundred Thousand (5,552,500,000) common shares with par value of One Peso (PhP 1.00) per share, with the Board of DIrectors being authorized to determine the manner by which such subsequent ACS increase will be supported which may
include but not limited to private placement transactions, public offerings, or stock rights offering.

The specific amendment in the Seventh Article of the Company' Articles of Incorporation described above refers to the first tranche of the increase in the authorized capital stock to be implemented by the Company. A stock rights offering will be used to support the increase of the first tranche from Philippine Pesos: One Billion Five Hundred Fifty Million (PhP 1,550,000,000.00), divided into One Billion Five Hundred Fifty Million (1,550,000,000) common shares with par value of One Peso (PhP 1.00) per share to Philippine Pesos Three Billion Nine Hundred Eighty Five Million (PhP3,985,000,000.00) divided into Three Billion Nine Hundred Eighty Five Million (3,985,000,000) common shares with a par value of One Peso (PhP 1.00) per share.

The amendment of the Seventh Article of the Articles of Incorporation of the Corporation to provide for the ACS increase is subject to the approval of the Securities and Exchange Commission.

This amends the Company Announcement under Circular No. C02354-2017 to provide for the Shareholder approval of the increase in the authorized capital stock (ACS) on June 9, 2017 which further defined the manner by which the first and subsequent tranches of the increase in the authorized capital stock will be implemented and with the amendments subject to the further approval of the Securities and Exchange Commission.
Filed on behalf by:
Name Sabrina Adamelle Poon-Sytengco
Designation Corporate Information Officer and Investor Relation Officer