C04546-2023

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 9, 2023
2. SEC Identification Number
0000086335
3. BIR Tax Identification No.
000-417-352-000
4. Exact name of issuer as specified in its charter
Monde Nissin Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Felix Reyes Street, Barangay Balibago, City of Santa Rosa, Laguna Postal Code 4026
8. Issuer's telephone number, including area code
+63277597595
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 17,968,611,496
11. Indicate the item numbers reported herein
Item 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.

Monde Nissin CorporationMONDE

PSE Disclosure Form QR-1 - Quasi-Reorganization References: Rules on Quasi-Reorganization
SRC Rule 17 (SEC Form 17-C)

Subject of the Disclosure

Monde Nissin Corporation’s (“MONDE’s”) Equity Restructuring to wipe-out the deficit as of December 31, 2022 in the amount of P7,153,900,000.00 against the Additional Paid-in Capital (APIC) of P46,515,847,000.00
Background/Description of the Disclosure

On March 29, 2023, MONDE’s Board approved MONDE to pursue an equity restructuring (offsetting deficit against paid-in capital in excess of par value) subject to the availability of the final Deficit amount in the 2022 audited financial statements (“AFS"), through management. On March 30, 2023, management initially determined that the amount of Deficit to be eliminated is P7,153,900,753 from the parent audited financial statements as of December 31, 2022. Upon revalidation on May 24, 2023 vis-à-vis the AFS which was presented in the thousands rather than in the hundreds, management determined that the final amount of Deficit to be eliminated is P7,153,900,000.00 instead of P7,153,900,753, or a difference of P753.00 (Seven Hundred Fifty-Three Pesos).

The equity restructuring is intended to zero out the Deficit as of December 31, 2022 as reflected in the AFS (as of December 31, 2022), and has been approved by the Securities and Exchange Commission on June 9, 2023.

The equity restructuring will not involve a change in the par value of MONDE’s shares nor will it require an infusion of any additional paid-in capital; neither will the equity restructuring result in any change in the number of MONDE’s issued, outstanding, or listed shares.
Date of Approval by Board of Directors Mar 29, 2023
Date of Approval by Stockholders TBA
Date of Approval by Securities and Exchange Commission Jun 9, 2023
Rationale for quasi-reorganization

To zero out the Deficit in Retained Earnings as of December 31, 2022 as the Deficit was a result of a non-operating non-cash impairment of intangibles
Amount of deficit that will be eliminated Deficit of P7,153,900,000 from the parent audited financial statements as of December 31, 2022

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
MONDE P12,000,000,000.00 N/A N/A P12,000,000,000.00
Issued Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
MONDE 17,968,611,496 N/A N/A 17,968,611,496
Outstanding Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
MONDE 17,968,611,496 N/A N/A 17,968,611,496
Listed Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
MONDE 17,968,611,496 N/A N/A 17,968,611,496
Treasury Shares
Type of Security / Stock Symbol Before Capital Restructuring (current) Decrease in ACS Increase in ACS After Capital Restructuring
MONDE 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
MONDE P0.50 N/A N/A P0.50

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
MONDE P12,000,000,000.00 N/A N/A P12,000,000,000.00 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
MONDE 17,968,611,496 N/A N/A 17,968,611,496 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
MONDE 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
P46,515,847,000 P7,153,900,000 0 P39,361,947,000 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
(P7,153,900,000) 0 P7,153,900,000 0 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
P48,129,853,238 0 0 P48,129,853,238 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 BDO Unibank, Inc. Trust and Investments Group – Securities Services (Stock Transfer)
Address 46th Floor BDO Corporate Center Ortigas, East Tower, 12 ADB Avenue, Mandaluyong City
Contact Person Oliver L. Galvez
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

TThis disclosure has been first amended on May 25, 2023 to update the amount of the deficit to be eliminated from P7,153,900,753 to P7,153,900,000.00.

Being updated for the second time on June 9, 2023, this disclosure reports the SEC's approval of MONDE’s application for equity restructuring on the same date. The Deficit of P7,153,900,000 is wiped out against the APIC. There are no other movements in the Authorized Capital Stock and other Equity accounts. Moreover, it does not require shareholders' approval, nor involve the amendment of MONDE's Articles of Incorporation, or the replacement of old stock certificates with new stock certificates.

Also attached is an updated SEC Form 17-C and the SEC’s Certificate of Approval of Equity Restructuring dated June 9, 2023.
Filed on behalf by:
Name Jon Edmarc Castillo
Designation Chief Compliance Officer