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
1,613,444,202
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.
Pilipinas Shell Petroleum CorporationSHLPH
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 of the Articles of Incorporation
Background/Description of the Disclosure
At the Special Meeting of the Board of Directors of Pilipinas Shell Petroleum Corporation (the “Registrant”) held on 20 April 2017 at the principal office of the Registrant, at which meeting a quorum was present and acting throughout, the Board of Directors approved the amendment of the Articles of Incorporation to expand secondary purpose to include sale of excess electricity through the Wholesale Electricity Spot Market (“WESM”).
During the Annual Stockholders’ Meeting of the Registrant on 16 May 2017 at the Main Lounge, Manila Polo Club, McKinley Road, Makati City, Metro Manila, Philippines, the stockholders of the Registrant ratified the foregoing resolution of the Board of Directors approving the amendment to Secondary Purpose of the Articles of Incorporation. This amendment will allow the Registrant to sell excess electricity through the WESM. Stockholders representing 88.71%, or more than two thirds (2/3), of the total issued and outstanding capital stock of the Registrant voted in favor of the ratification.
Date of Approval by Board of Directors
Apr 20, 2017
Date of Approval by Stockholders
May 16, 2017
Other Relevant Regulatory Agency, if applicable
Endorsement by the Department of Energy
Date of Approval by Relevant Regulatory Agency, if applicable
May 4, 2017
Date of Approval by Securities and Exchange Commission
Jun 20, 2017
Date of Receipt of SEC approval
Jun 28, 2017
Amendment(s)
Article No.
From
To
Second
“SECOND: That the purposes for which such corporation is formed are: Primary Purpose xxx Secondary Purpose xxx (j) Generally to do all such other things and transact all such business as may be, directly or indirectly or conducive to the attainment of the above objects or any of them.”
"SECOND: That the purposes for which such corporation is formed are: Primary Purpose xxx Secondary Purpose xxx (j) “To purchase, create, generate, hold or otherwise acquire electric current and electric power of every kind, description and source, and to sell, market, supply or otherwise dispose of at wholesale/retail, insofar as may be permitted by law, light, heat and power of every kind, description and source; (k) Generally to do all such other things and transact all such business as may be, directly or indirectly or conducive to the attainment of the above objects or any of them.”
Rationale for the amendment(s)
The Registrant operates a refinery in Tabangao, Batangas that produces its own electric power through turbines which are fueled mainly by natural gas. The self-generation of electricity by the Registrant is covered by a Certificate of Compliance issued by the Energy Regulatory Commission. The Articles of Incorporation of the Registrant will be amended to allow it to sell excess electricity through WESM.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
Jun 1, 2017
Expected date of SEC approval of the Amended Articles of Incorporation
Jun 15, 2017
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The Registrant intends to sell the excess power it produces to the WESM as an additional source of revenue.
Other Relevant Information
The amended disclosure reflected the issuance of the Securities of Exchange Commission of the Certificate of Filing of Amended Articles of Incorporation of the Registrant dated 20 June 2017. The Registrant received the said Certificate on 28 June 2017. Please refer to the attachment and relevant enclosures.