C06887-2022

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)
Sep 6, 2022
2. SEC Identification Number
22401
3. BIR Tax Identification No.
000-491-007
4. Exact name of issuer as specified in its charter
PRIME MEDIA HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
16TH FLOOR BDO TOWERS VALERO (FORMERLY CITIBANK TOWER), 8741 PASEO DE ROXAS MAKATI CITY Postal Code 1227
8. Issuer's telephone number, including area code
8831-4479
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 700,298,616
PREFERRED 14,336,260
11. Indicate the item numbers reported herein
Item 9 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.

Prime Media Holdings, Inc.PRIM

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

Amendments of the Articles of Incorporation

- Amended to update the informations under Rationale for the amendments and Effects of the amendments to the business, operations and/or capital structure of the Issuer, if any.
Background/Description of the Disclosure

Amendments of the Articles of Incorporation
Date of Approval by
Board of Directors		 Aug 15, 2022
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
PLEASE SEE ATTACHED PLEASE SEE ATTACHED PLEASE SEE ATTACHED
Rationale for the amendment(s)

PLEASE SEE ATTACHED
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

(a) The reduction of par value of Series A Preferred Shares will result to Additional Paid-in Capital (APIC) of Thirteen Million Seven Hundred Ninety One Thousand Six Hundred Nine and 60/100 Pesos (PhP 13,791,609.60), which can be applied to offset deficit.

(b) The reclassification and removal of Series B Preferred Shares has no effect since there are no outstanding Series B Preferred shares.

(c) The creation of Series C and its eventual redemption and reclassification will result to removal of 0.06% foreign shareholdings in compliance with Article VII of the Amended Articles of Incorporation on Filipino ownership. As of 30 July 2022, there are approximately Three Hundred Forty Nine Thousand Nine Hundred Ninety Three (340,664) common shares owned by foreign stockholders. These shares will be the subject of conversion to Series C Preferred shares which will be redeemed eventually by the Corporation at par and through cash payment. As discussed above, this is the most efficient means for the Corporation to ensure that all of its outstanding shares shall be owned by Filipino citizens. Once redeemed, the Series C Preferred shares shall be considered retired, but will remain in the books of the Corporation. The primary purpose of the redemption of Series C Preferred shares is to ensure compliance with full Filipino ownership for media companies. Other than ensuring that all foreign owned shares are acquired by the Corporation, there are no other effects on the business and operations of the Corporation. This mode of acquiring foreign owned common shares through conversion to a preferred shares to be redeemed thereafter, has been discussed with the Securities and Exchange Commission and we are in the final process of securing a formal confirmation.

(d) The increase in capital stock from 5B to 7B will allow additional issuance of shares for future subscription. The increase in authorized capital stock is in line with the proposed transaction of the Corporation to issue shares (totaling One Billion Six Hundred Seventy Nine Million Nine Hundred Sixty Six Thousand Four Hundred (1,679,966,400) Common Shares] to Atty. Hermogene H. Real and Ms. Michelle F. Ayangco in exchange for Three Hundred Forty Nine Thousand Nine Hundred Ninety Three (349,993) shares of stock of shares in Golden Peregrine Holdings Inc. (GPHI). On the other hand, GPHI directly owns all of the outstanding shares of Philippine Collectively Media Corporation (PCMC), which has a congressional franchise to operate certain broadcast frequencies. This is relation to the proposed agreement between the Corporation and Golden Peregrine Shareholders to infuse GPHI to the Corporation in exchange for shares of the Corporation as detailed in disclosure number C06719-2022 dated 2 September 2022, disclosure number C06582-2002 and disclosure number C06584-2022 both dated 26 August 2022, disclosure number C05221-2021 dated 02 August 2021, disclosure number C05411-2021 dated 06 August 2021, disclosure number C05154-2021 dated 29 July 2021, and disclosure number C05137-2021 dated 29 July 2021.
Other Relevant Information

The three (3) batches of amendments shall be filed successively at the soonest possible time for each batch. The first batch shall be immediately filed after the conduct of the annual stockholders' meeting on 23 September 2022. We expect SEC to act on this application around October 2022. The second batch of amendment shall be filed immediately after the approval of the first batch of amendment, which we estimate to be around November 2022. The last batch of amendment shall be filed with the SEC immediately after the approval of the second batch of amendment, which we estimate to be around December 2022.

Other than what is provided in the information above, there will be no other changes in the issued, outstanding, and listed shares of the Corporation.
Filed on behalf by:
Name Reuben Carlo General
Designation Corporate Secretary