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)
Nov 24, 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 Avenue, Makati City, Metro Manila, PhilippinesPostal Code1229
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 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 to reflect the decrease in the par value of the shares of Medco Holdings, Inc. and the subsequent increase in the authorized capital stock of Medco Holdings, Inc.
Background/Description of the Disclosure
The Board, in their Special Meeting on 31 May 2017, approved the amendment of the Articles of Incorporation of Medco Holdings, Inc. to reflect the decrease in the Corporation's authorized Capital Stock from Php700 million divided into 700 million common shares to Php35 million divided into 700 million common shares by reducing par value per share from Php1.00 to Php0.05 in order to reduce the Corporation's deficit. At same meeting the Board also approved the subsequent amendment of the Articles of Incorporation of Medco Holdings, Inc. to reflect the increase in the Corporation's authorized capital stock from Php35 million divided into 700 million common shares to Php470 million divided into 9.4 billion common shares and the listing with the Philippine Stock Exchange of shares issued from the increase in authorized capital stock.
Date of Approval by Board of Directors
May 31, 2017
Date of Approval by Stockholders
Nov 24, 2017
Other Relevant Regulatory Agency, if applicable
-
Date of Approval by Relevant Regulatory Agency, if applicable
TBA
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article No.
From
To
7
The authorized capital stock of the Corporation is Seven Hundred Million Pesos (Php700,000,000.00) Philippine Currency, divided into Seven Hundred Million (700,000,000) common shares of the par value of One Peso (Php1.00) each.
The authorized capital stock of the Corporation is Four Hundred Seveny Million Pesos (Php470,000,000.00) Philippine currency, divided into Nine Billion Four Hundred Million (9,400,000,000) common shares of the par value of Five Centavos (Php0.05) each.
Rationale for the amendment(s)
To reduce the Corporation's deficit.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
Dec 1, 2017
Expected date of SEC approval of the Amended Articles of Incorporation
Feb 2, 2018
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
The increase in Medco Holdings, Inc.'s authorized capital stock will give the Corporation the ability to raise more funds by issuing more shares from its unused shares (after the Securities and Exchange Commission has approved the increase in Capital Stock) when so required.
Other Relevant Information
The amendment shall be made after the Securities and Exchange Commission has approved the decrease in the par value per share of the shares of Medco Holdings, Inc. from Php1.00 to Php0.05.
In connection with the foregoing, the Board, on 31 May 2017, also approved the application for listing of the new shares that will be issued arising from the increase in capital with the Philippine Stock Exchange.
The report is hereby amended to reflect that the shareholders representing at least 2/3 of the outstanding capital stock of the Corporation approved the actions pertaining to the amendments to the Articles of Incorporation and the application for listing of new shares during the annual stockholders' meeting held on 24 November 2017.
The expected date of filing the amendments to the Articles of Incorporation with the SEC as well as the expected date of SEC approval of the amended Articles of Incorporation was also indicated in this report.