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)
May 25, 2023
2. SEC Identification Number
CS200909233
3. BIR Tax Identification No.
005-315-916
4. Exact name of issuer as specified in its charter
Alternergy Holdings Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Level 3B, 111 Pseo de Roxas Bldg., Paseo de Roxas Ave. corner Legazpi St, Legaspi Village, Makati CityPostal Code1229
8. Issuer's telephone number, including area code
+632 8759 4327
9. Former name or former address, if changed since last report
NA
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
3,933,840,480
Preferred
370,398,637
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.
Alternergy Holdings CorporationALTER
PSE Disclosure Form QR-1 - Quasi-Reorganization References: Rules on Quasi-Reorganization SRC Rule 17 (SEC Form 17-C)
Subject of the Disclosure
SEC Grants ALTER’s Equity Restructuring
Background/Description of the Disclosure
Alternergy Holdings Corporation ("ALTER") has received the Certificate of Approval of Equity Restructuring dated 15 May 2023 from the Securities and Exchange Commission (the “Commission”) enabling ALTER to wipe-out its deficit as of 30 June 2022 in the amount of One Hundred Twenty Million Two Hundred Fifty Seven Thousand Four Hundred Six Pesos (PhP120,257,406.00) against the ALTER's additional paid-in capital of Three Hundred Fifteen Million Eight Hundred Two Thousand Five Hundred Eighty Pesos (PhP315,802,580.00).
A copy of the Certificate of Approval of Equity Restructuring dated 15 May 2023 received by ALTER from its external counsel on 25 May 2023 is attached.
Date of Approval by Board of Directors
Jan 20, 2023
Date of Approval by Stockholders
TBA
Date of Approval by Securities and Exchange Commission
May 15, 2023
Rationale for quasi-reorganization
To wipe-out the Corporation's deficit as of 30 June 2022 in the amount of One Hundred Twenty Million Two Hundred Fifty Seven Thousand Four Hundred Six Pesos (PhP120,257,406.00) against the Corporation's additional paid-in capital of Three Hundred Fifteen Million Eight Hundred Two Thousand Five Hundred Eighty Pesos (PhP315,802,580.00).
Amount of deficit that will be eliminated
Php (120,257,406.00)
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
Common / ALTER
1,040,629,116.00
0
0
1,040,629,116.00
Preferred
148,159,454.80
0
0
148,159,454.80
Issued Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common / ALTER
10,406,291,160
0
0
10,406,291,160
Preferred
1,481,594,548
0
0
1,481,594,548
Outstanding Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common / ALTER
3,933,840,480
0
0
3,933,840,480
Preferred
370,398,637
0
0
370,398,637
Listed Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common / ALTER
3,933,840,480
0
0
3,933,840,480
Treasury Shares
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
NA
NA
0
0
NA
Par Value
Type of Security / Stock Symbol
Before Capital Restructuring (current)
Decrease in ACS
Increase in ACS
After Capital Restructuring
Common / ALTER
0.10
0
0
0.10
Preferred
0.10
0
0
0.10
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
NA
NA
0
0
NA
0
0
NA
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
NA
NA
0
0
NA
0
0
NA
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
NA
NA
0
0
NA
0
0
NA
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
Php 315,802,580.00
Php(120,257,406.00)
NA
Php 195,545,174.00
NA
NA
NA
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
Php (120,257,406.00)
NA
Php 120,257,406.00
0
NA
NA
0
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
NA
0
0
NA
0
0
NA
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
NA
Address
NA
Contact Person
NA
Inclusive dates when the old stock certificates can be replaced
Start Date
TBA
End Date
TBA
Documentary requirements
Individual Shareholders
NA
Corporate Shareholders
NA
Date of availability of new stock certificates
TBA
Procedures in case of lost stock certificates
NA
Other Relevant Information
The amendment reflects the SEC's approval of ALTER's equity restructuring. Deficit of PhP(120,257,406.00) is wiped out against the APIC. There are no other movements in the ACS and other Equity accounts (tagged as "NA" above). Moreover, the dates tagged as "TBA" are not applicable in this equity restructuring. It does not involve shareholders' approval, amendment of Articles of Incorporation, and replacement of old stock certificates with new stock certificates.
Please refer to the attached SEC Form 17-C filed via email to the SEC on 25 May 2023 and Certificate of Approval of Equity Restructuring.
Alternergy Holdings CorporationALTER