Remarks C00120-2018

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)
Jan 2, 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 CITY Postal Code 1307
8. Issuer's telephone number, including area code
(632) 8163451 loc. 3453
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
Item 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.PALStock Symbol

PSE Disclosure Form 4-12 - Change in Par Value References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Decrease in number of shares after equity restructuring.
Background/Description of the Disclosure

PAL Holdings, Inc. simultaneously filed (1) an application for a decrease in par value from P1.00 per share to P0.45 per share in connection with an equity restructuring, and (2) an application to revert the par value from P0.45 per share to P1.00 per share which will reduce the number of shares corresponding to the authorized and subscribed capital stock of the Corporation from 30,000,000,000 shares to 13,500,000,000 shares, but without increasing the authorized capital corresponding thereto.
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
Previous Par Value Forty-Five Centavos (P0.45)
New Par Value One Peso (P1.00)
Rationale for the change in par value of the Issuer's shares

The first change in par value (from P1.00 to P0.45) is pursuant to the Corporation’s equity restructuring plan to generate a reduction surplus to be used to partially wipe out the deficit of the Corporation as of 31 December 2017. The subsequent change in par value (from P0.45 to P1.00) is intended to align the par value of the Corporation with that of its subsidiaries.

Effects on Capital Structure

Issued Shares
Type of Security /Stock Symbol Before After
Common/PAL 23,385,569,273 10,523,506,172
Outstanding Shares
Type of Security /Stock Symbol Before After
Common/PAL 25,800,513,684 11,610,231,157
Treasury Shares
Type of Security /Stock Symbol Before After
Common/PAL 55,589 25,015
Listed Shares
Type of Security /Stock Symbol Before After
Common/PAL 22,421,567,685 10,089,705,458

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

1. The number of Issued Shares Now and Outstanding Shares Now is exclusive of partially paid subscription to 2,415,000,000 shares which cannot be issued until fully paid but inclusive of the shares issued in the share swap with PAL minority and ZUMA shareholders in the aggregate amount of 964,001,588.

2. The number of Issued Shares After and Outstanding Shares After represents the number of shares when the par value is reverted to P1.00 after it has been previously reduced to P0.45.

3. The number of Treasury Shares After and the Listed Shares After represents the number of shares when the par value is reverted to P1.00 after it has been previously reduced to P0.45.

4. For the decrease of par value from One Peso (P1.00) to Forty Five Centavos (P0.45), there is no expected change in the corresponding number of shares. The effect of the said reduced par value is only with regard to the value of the shares. Consequently, the authorized capital stock will be reduced from P30,000,000,000.00 to P13,500,000,000.00, with the balance reclassified as reduction surplus.

5. Upon the increase of par value from Forty Five Centavos (P0.45) to One Peso (P1.00), there will be a corresponding decrease in the total number of shares, while the values of the said shares will remain the same. Hence, the authorized capital shall remain the same at P13,500,000,000.00.

6. For illustration purposes, if the stockholder owns 10,000 shares at P1.00 per share, the decrease in par value will not reduce the 10,000 shares of the stockholder although the total par value of the source will be reduced from P10,000.00 to P4,500.00 with the balance of P5,500.00 constituting a reduction surplus.

After the par value reverts to P1.00 from P0.45, the stockholder will be the owner of 4,500 shares, but its total value remains P4,500.00 par value.

Please see attached files for explanation of Effects on Capital Structure and other relevant matters.
Filed on behalf by:
Name Ma. Cecilia Pesayco
Designation Corporate Secretary