C04105-2018

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)
Jun 7, 2018
2. SEC Identification Number
A199600179
3. BIR Tax Identification No.
004-668-224
4. Exact name of issuer as specified in its charter
NOW CORPORATION
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 5-I, 5th Floor, OPL Building, 100 C. Palanca Street, Legaspi Village, Makati City, Philippines Postal Code 1229
8. Issuer's telephone number, including area code
+632 750-0211
9. Former name or former address, if changed since last report
-
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 STOCK 1,517,278,350
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.

Now CorporationNOW

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

Increase of the Authorized Capital Stock of NOW Corporation

Background/Description of the Disclosure

During the Annual Stockholders' Meeting held on 07 June 2018, the shareholders present by a unanimous vote affirmed / confirmed their approval, made at the 02 June 2016 Annual Stockholders' Meeting, of the increase in authorized capital stock of the Company as well as the conversion into equity of the Php264M advances from a shareholder, Velarde, Inc., at the conversion price computed based on the daily average of the Volume-Weighted Average Price of NOW Corporation shares for a 30 day trading period ending 14 April 2016 as well as the listing of corresponding shares that will be issued out of the said conversion and increase in authorized capital stock. The waiver by a majority vote representing the outstanding shares held by the minority shareholders present of the conduct of a Rights or Public Offering of the Shares to be subscribed to by Velarde, Inc. was likewise affirmed / confirmed. The Board modified the amount of increase of authorized capital stock as well as the conversion price whereby the authorized capital stock shall be increased within a range between Php600M to Php700M and the conversion price shall be set between Php1.50 per share to Php1.70 per share range. The Board of Directors is given the delegated authority to finalize the terms and other details pertaining to such increase and conversion price within the respective ranges herein set forth.

Date of Approval by
Board of Directors
TBA
Date of Approval by Stockholders Jun 7, 2018
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
Seventh SEVENTH: That the authorized capital stock of the Corporation is TWO BILLION ONE HUNDRED TWENTY MILLION PESOS (Php2,120,000,000.00) Philippine Currency, and said capital stock is divided into Two Billion Sixty Million (2,060,000,000) common shares, with a par value of One Peso (Php1.00) each and Sixty Million (60,000,000) Redeemable, Convertible, Non-Participating, and Non-Voting Preferred Shares with or without Detachable Warrants with a par value of One Peso (Php1.00) per share. The dividend rate of the Preferred Shares shall be fixed by the Board of Directors. The subscribers to the Preferred Shares shall be entitled to the payment of dividends as well as any accrued and unpaid dividend on the Preferred Shares before any dividend can be paid to the holders of the common shares. The preferred shares may be converted to common shares, and/or redeemed by the Corporation, at such rate and such terms and conditions as determined by the Board of Directors. No stockholder shall have any pre-emptive right of subscription to any class of shares of stock of this Corporation, whether to the present authorized capital stock or any future increases thereof. TBA
Rationale for the amendment(s)

Preferred stocks will provide the Company an alternative form of raising capital.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The Company will be able to raise funds for company expansion, capital expenditures, working capital, and other general corporate uses.

Other Relevant Information

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Filed on behalf by:
Name Angeline Macasaet
Designation Corporate Secretary