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 14, 2022
2. SEC Identification Number
A199908874
3. BIR Tax Identification No.
202955796000
4. Exact name of issuer as specified in its charter
DFNN, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
L2-L5 14Th Floor Philippine Stock Exchange Tower 5Th Avenue corner 28th Street Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
(02) 8396-5270
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
324,620,008
11. Indicate the item numbers reported herein
None
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.
DFNN, Inc.DFNN
PSE Disclosure Form QR-1 - Quasi-Reorganization References: Rules on Quasi-Reorganization SRC Rule 17 (SEC Form 17-C)
On 5 September 2022, the DFNN Board of Directors resolved to approve the company's equity restructuring as of 31 December 2021. The equity restructuring is intended to reflect the actual financial condition of the company and reduce its deficit in the equity account as of 31 December 2021 by offsetting its additional paid in capital against the deficit.
However, the said restructuring will not involve a change in the par value nor will it involve the infusion of any additional paid in capital to the company. Further, this restructuring will not result in any change in the number of issued, outstanding, and listed shares of the company. This is still subject however to the approval of the Securities and Exchange Commission.
Date of Approval by Board of Directors
Sep 5, 2022
Date of Approval by Stockholders
TBA
Date of Approval by Securities and Exchange Commission
TBA
Rationale for quasi-reorganization
The equity restructuring is intended to reflect the actual financial condition of the company and reduce its deficit in the equity account as of 31 December 2021 by offsetting its additional paid in capital against the deficit.
Amount of deficit that will be eliminated
DFNN Parent Deficit as of December 31, 2021 (P424,255,739)
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
DFNN
P500,000,000
N/A
N/A
P500,000,000
Issued Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
DFNN
324,620,008
N/A
N/A
324,620,008
Outstanding Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
DFNN
324,620,008
N/A
N/A
324,620,008
Listed Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
DFNN
318,247,575
N/A
N/A
318,247,575
Treasury Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
DFNN
N/A
N/A
N/A
N/A
Par Value
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
DFNN
P1.00
N/A
N/A
P1.00
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
DFNN
P500,000,000
N/A
N/A
P500,000,000
N/A
N/A
N/A
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
DFNN
324,620,008
N/A
N/A
324,620,008
N/A
N/A
N/A
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
DFNN
N/A
N/A
N/A
N/A
N/A
N/A
N/A
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
P583,036,166
P424,255,739
N/A
P158,780,427
N/A
N/A
N/A
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
(P424,255,739)
N/A
P424,255,739
P0
N/A
N/A
N/A
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
P498,091,322
N/A
N/A
P498,091,322
N/A
N/A
N/A
Proposed timetable of the quasi-reorganization that includes the following
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
Procedure(s) for updating stock certificates
Details of Stock Transfer Agent
Name
Stock Transfer Services, Inc.
Address
34-D Rufino Pacific Tower, 6748 Ayala Avenue, Makati City
Contact Person
Richard Regala
Inclusive dates when the old stock certificates can be replaced
Start Date
TBA
End Date
TBA
Documentary requirements
Individual Shareholders
N/A
Corporate Shareholders
N/A
Date of availability of new stock certificates
TBA
Procedures in case of lost stock certificates
N/A
Other Relevant Information
Please note that entry should be a debit to Additional Paid-In Capital P424,255,739 and a credit to Deficit P424,255,739.
Also the figures reflected under "Balance after decrease in ACS" are ending balances after the quasi-reorganization.
Next, note that the Equity Restructuring will not involve a change in the par value nor will it involve the infusion of any additional paid in capital to the company. Further, this restructuring will not result in any change in the number of issued, outstanding, and listed shares of the company.
Finally, please note that DFNN, Inc. is not amending its capital stock. Accordingly, there will be no amendment to the Articles of Incorporation requiring the approval of the Securities and Exchange Commission and no update of stock certificates as well.
DFNN, Inc.DFNN