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)
Jan 4, 2018
2. SEC Identification Number
PW-94
3. BIR Tax Identification No.
000-707-922
4. Exact name of issuer as specified in its charter
PAL HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8/F PNB FINANCIAL CENTER, P. DIOSDADO MACAPAGAL AVE., CCP COMPEX, PASAY CITYPostal Code1300
8. Issuer's telephone number, including area code
(02) 816-3451
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
11,973,606,141
11. Indicate the item numbers reported herein
9
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.
PAL Holdings, Inc.PAL
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 of Directors of PAL Holdings, Inc. approved an equity restructuring to enable the Company to eliminate its projected deficit upon completion of its acquisition of Zuma Holdings and Management Corporation (ZUMA). As approved, the Company shall decrease its authorized capital stock via a reduction of its par value per share without returning any portion of the capital to the stockholders and without changing the number of shares corresponding to the capital. The foregoing transaction was approved with the intention that the resulting reduction surplus shall be used by the Company together with existing APIC and the additional APIC to be booked upon completion of the acquisition of ZUMA and its subsidiary, Air Philippines Corporation (APC), to fully wipe out its projected deficit. Hence, at the time it was approved last 28 March 2017, the Board resolved to reduce the Company’s par value from P1.00 to P0.60 per share, or such other amount as may be necessary to fully and effectively wipe out the Company’s projected deficit upon completion of the ZUMA acquisition. Based, however, on the audited financial statements of the Company and of Zuma as of 31 December 2016 (which was released last 15 April 2017), it was determined with finality that the Company shall reduce its par value per share from P1.00 to P0.45. Simultaneous with its application for reduction of its par value, the Company shall also apply to revert its par value per share to PhP1.00 which in turn, shall result in the reduction of the number of shares corresponding to the capital without affecting the peso values of the authorized capital and subscribed capital.
Date of Approval by Board of Directors
Mar 28, 2017
Date of Approval by Stockholders
May 25, 2017
Date of Approval by Securities and Exchange Commission
Dec 22, 2017
Rationale for quasi-reorganization
The Equity Restructuring is undertaken to wipe out the Company’s deficit and the projected deficit upon acquisition of ZUMA and its subsidiary, APC, as may be reflected in the 2017 audited financial statements of the Company to be prepared after the acquisition of ZUMA.
Amount of deficit that will be eliminated
TBA
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/PAL
PhP30,000,000,000
PhP16,500,000,000
NA
PhP13,500,000,000
Issued Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
COMMON/PAL
23,385,569,273
NA
NA
23,385,569,273
Outstanding Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
COMMON/PAL
25,800,513,684
NA
NA
25,800,513,684
Listed Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
COMMON/PAL
22,421,567,685
NA
NA
22,421,567,685
Treasury Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
COMMON/PAL
55,589
NA
NA
55,589
Par Value
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
COMMON/PAL
1.00
0.55
NA
0.45
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/PAL
PhP30,000,000,000
PhP16,500,000,000
-
PhP13,500,000,000
NA
NA
NA
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/PAL
25,800,569,273
-
-
25,800,569,273
NA
NA
NA
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/PAL
55,589
-
-
55,589
NA
NA
NA
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
PhP11,164,866,029
-
PhP14,190,313,101
PhP25,355,179,130
NA
NA
NA
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
TBA
NA
NA
NA
NA
NA
NA
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
PhP11,769,695,591
-
-
PhP11,769,695,591
NA
NA
NA
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 18, 2017
Expected date of SEC approval of the Amended Articles of Incorporation
Dec 22, 2017
Procedure(s) for updating stock certificates
Details of Stock Transfer Agent
Name
PNB Trust Banking Group, Philippine National Bank
Address
8/F PNB Financial Center, P. Disodado Macpagal Ave., Pasay City
Contact Person
Emylyn P. Audemard
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
Section 73 of the Corporation Code of the Philippines
Other Relevant Information
For other relevant information, please find attached files.
We amended the following informations: 1. Date of approval of the Stockholders 2. Date of approval of the SEC 3. Amount of deficit that will be eliminated 4. [following data after capital restructuring]: a. Issued Shares b. Outstanding Shares 5. [following data of balance after decrease in ACS]: a. Issued and Outstanding Shares b. Additional Paid In Capital c. Deficit d. Total Stockholder's Equity 6. Proposed timetable of the quasi-reorganization
PAL Holdings, Inc.PAL