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
31/F, Rufino Pacific Tower, 6784 Ayala Ave., 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
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 QR-1 - Quasi-Reorganization References: Rules on Quasi-Reorganization SRC Rule 17 (SEC Form 17-C)
Subject of the Disclosure
Equity Restructuring
Background/Description of the Disclosure
The Board, in their Special Meeting on 31 May 2017, approved 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.
Once the equity restructuring has been approved and completed, the Company shall then 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 Php0.05 per share.
Date of Approval by Board of Directors
May 31, 2017
Date of Approval by Stockholders
Nov 24, 2017
Date of Approval by Securities and Exchange Commission
TBA
Rationale for quasi-reorganization
To reduce the Corporation's deficit.
Amount of deficit that will be eliminated
Php690,498,912
Adjustment(s) on the following
Authorized Capital Stock (ACS)
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
Php700,000,000.00
Php665,000,000.00
Php435,000,000.00
Php470,000,000.00
Issued Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
700,000,000
none
2,459,292,441
3,159,292,441
Outstanding Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
700,000,000
none
2,459,292,441
3,159,292,441
Listed Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
700,000,000
none
2,459,292,441
3,159,292,441
Treasury Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
none
none
none
none
Par Value
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common stock/MED
Php1.00
Php0.95
-
Php0.05
Movement in the total stockholders' equity account
ACS
Type of Security /Stock Symbol
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
Common stock/MED
Php700,000,000
Php665,000,000
-
Php35,000,000
-
Php435,000,000
Php470,000,000
Issued and Outstanding Shares
Type of Security /Stock Symbol
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
Common stock/MED
700,000,000
-
-
700,000,000
-
2,459,292,441
3,159,292,441
Treasury Shares
Type of Security /Stock Symbol
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
Common Stock/MED
-
-
-
-
-
-
-
Additional Paid-In Capital
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
Php25,498,912
-
Php665,000,000
Php690,498,912
-
-
Php690,498,912
Deficit
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
(Php806,294,123)
-
Php665,000,000
(Php141,294,123)
-
-
(Php141,294,123)
Total Stockholders' Equity
Beginning Balance
Entries to record the decrease in ACS
Balance after decrease in ACS
Entries to record the increase in ACS
Balance after increase in ACS
Dr
Cr
Dr
Cr
(Php82,426,374)
-
-
(Php82,426,374)
-
Php122,964,622
Php40,538,248
Proposed timetable of the quasi-reorganization that includes the following
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
Procedure(s) for updating stock certificates
Details of Stock Transfer Agent
Name
Professional Stock Transfer, Inc.
Address
10/F, Telecom Plaza, 316 Sen. Gil Puyat Ave., Makati City
Contact Person
Jenny C. Serafica
Inclusive dates when the old stock certificates can be replaced
Start Date
TBA
End Date
TBA
Documentary requirements
Individual Shareholders
TBA
Corporate Shareholders
TBA
Date of availability of new stock certificates
TBA
Procedures in case of lost stock certificates
TBA
Other Relevant Information
Please note that this disclosure pertains to a capital restructuring in connection with MED's recapitalization plan.
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 equity restructuring during the annual stockholders' meeting held on 24 November 2017.
These actions shall further be subject to SEC approval.
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.