C01212-2021

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)
Feb 26, 2021
2. SEC Identification Number
PW-364
3. BIR Tax Identification No.
000-270-220-000
4. Exact name of issuer as specified in its charter
Victorias Milling Company, Inc.
5. Province, country or other jurisdiction of incorporation
Negros Occidental, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
VMC Compound, J.J. Ossorio St., Brgy. XVI, Victorias City, Negros Occidental Postal Code 6119
8. Issuer's telephone number, including area code
+63-34-488-7900
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 2,742,050,564
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.

Victorias Milling Company, Inc.VMC

PSE Disclosure Form 4-26 - Legal Proceedings References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Case filed against VMC.
Background/Description of the Disclosure

On May 31, 2013, VMC started to pay/redeem the Convertible Notes (CNs) from the respective holders pursuant to the Alternative Rehabilitation Plan (ARP) and Debt Restructuring Agreement (DRA). All creditors accepted Victorias Milling Company, Inc.'s (VMC) payment/redemption except for East West Bank Corporation (EWBC). EWBC refused to accept such redemption and insisted to convert the CN to VMC common shares. VMC informed EWBC that it has no outstanding CN in the records as the CN issued to it had already been paid/redeemed. This prompted EWBC to file with the Securities and Exchange Commission (SEC) a Motion to Compel VMC to Allow EWBC to Exercise its Option for the Conversion of the Unconverted CNs, which EWBC Motion was denied in the subject Supreme Court Decision.

As requested by the Exchange, following are the antecedents:

In an Order dated March 19, 2015, the SEC Special Hearing Panel I (Panel) granted the said Motion to Compel VMC to Allow EWBC to Exercise its Option for the Conversion of the Unconverted CNs.

In its August 11, 2015 Decision on the appeal of VMC, the SEC En Banc reversed and set aside the Panel's Order.

Aggrieved, East West Bank filed a petition for review before the CA.

The CA affirmed the SEC En Banc's Decision.

The CA also ruled that the SEC En Bank's Decision was consistent with the very purpose of rehabilitation proceedings, which is to enable the company subject thereof to gain a new lease on life and pay the claims of its creditors from its earnings. According to the CA, if VMC was prevented from paying/redeeming the CNs it issued, it will not be relieved of the weight of its outstanding debts.


In a Supplemental Comment/Opposition," VMC manifested that on September 23, 2016, the CA has already issued an entry of judgment in this case considering that there was no petition filed before the Supreme Court. Apparently, East West Bank failed to furnish the CA with a copy of its petition. Invoking Circular No. 19-91, VMC sought for the outright dismissal of the petition.

The CA issued an Entry of Judgment dated September 23, 2016.

On December 5, 2019, a Decision rendered by the First Division of the Supreme Court (“SC”) denied EWBC’s Petition for Review on Certiorari dated June 10, 2016. The dispositive portion of the SC Decision, read as follows:

“WHEREFORE, premises considered, this petition is DENIED. The Decision dated January 19, 2016 and the Resolution dated May 16, 2016 of the Court of Appeals in CA- G.R. No. SP No. 141969 are hereby AFFIRMED.

SO ORDERED.”


Therefore, VMC had effectively exercised its option to pay/redeem the Subject CN and EWBC has no legal or contractual basis, much less, to insist on the conversion of the Subject CN to VMC common shares.
Name of the court or agency in which the proceedings are pending Supreme Court, First Division
Date Instituted Jun 10, 2016
Docket Number G.R. No. 225181
Principal Parties

Victorias Milling Company, Inc. and East West Banking Corporation.
Nature and description of the legal proceedings

As an update to the disclosure which was submitted by Victorias Milling Company, Inc. (VMC) to the Honorable Exchange on March 24, 2020, it is hereby reported that VMC through its counsel received a Resolution dated September 2, 2020 issued by the Special First Division of the Supreme Court, the dispositive portion of which reads as follows:

“G.R. No. 225181 (East West Banking Corporation vs. Victorias Milling Company, Inc.) – Acting on the petitioner’s motion for reconsideration of the Decision dated December 5, 2019, and considering that the basic issues have already been passed upon, the Court resolves to DENY reconsideration with FINALITY.

“NO FURTHER pleadings or motions shall be entertained herein.

“Let an ENTRY of judgment in this case be issued immediately.”

The abovementioned motion for reconsideration filed by petitioner East West Banking Corporation (EWBC) stemmed from the Decision rendered by the First Division of the Supreme Court (“SC”) on December 5, 2019 which denied EWBC’s Petition for Review on Certiorari dated June 10, 2016. The dispositive portion of the said SC Decision, reads as follows:

“WHEREFORE, premises considered, this petition is DENIED. The Decision dated January 19, 2016 and the Resolution dated May 16, 2016 of the Court of Appeals in CA- G.R. No. SP No. 141969 are hereby AFFIRMED."
The effect(s) on the Issuer's business or operations, if any

None.
Other Relevant Information

Updating the March 24, 2020 disclosure to apprise the Exchange on the Resolution September 2, 2020 issued by the Special First Division, Supreme Court on the above mentioned case.
Filed on behalf by:
Name Eva Rodriguez
Designation Compliance and Information Officer