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)
Dec 11, 2024
2. SEC Identification Number
CS200909233
3. BIR Tax Identification No.
007-315-916
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 Paseo de Roxas Building, Paseo de Roxas Avenue corner Legazpi Street, Legaspi Village, Makati CityPostal Code1229
8. Issuer's telephone number, including area code
+632 8813 4678
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
Perpetual Preferred 1
370,398,637
Perpetual Preferred 2 - Series A
100,000,000
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 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
Amendment of Article SEVENTH of the Alternergy Holdings Corporation's ("ALTER") Articles of Incorporation
Background/Description of the Disclosure
To aid ALTER's further capital-raising activities, the Board of Directors of ALTER on 05 November 2024, approved the amendment of its Article Seventh of its Amended Articles of Incorporation to remove the transfer restrictions in respect of its Perpetual Preferred 1 Shares ("PPS1"), as detailed in the attached SEC Form 17C, filed on November 5, 2024 with the SEC.
Date of Approval by Board of Directors
Nov 5, 2024
Date of Approval by Stockholders
Dec 11, 2024
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
SEVENTH
Transfers of Perpetual Preferred Sh0ares 1 are restricted to Filipino citizens or corporations at least 60% of whose capital is owned by Filipino citizens. Other transfer restrictions apply with respect to sales, which shall be limited to redemption by the Corporation. and a first option to redeem in the event of a holder passing away.
Deletion of transfer restrictions on Perpetual Preferred Shares 1 described, as detailed in the attached disclosure.
Rationale for the amendment(s)
The removal of the transfer restrictions in respect of Perpetual Preferred 1 shares will make said shares more attractive for purposes of subscription of potential investors.
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
Addressing the transfer restrictions of the Perpetual Preferred 1 Shares will enable ALTER to list the said shares thereby making it more attractive for purposes of subscription of potential investors
Other Relevant Information
Please see attached executed SEC Form 17C dated 05 November 2024 as regards the foregoing matter.
This disclosure is being AMENDED to reflect the approval of the proposed amendment to Article SEVENTH of ALTER's Articles of incorporation by ALTER's shareholders during the Annual Stockholders' Meeting held on December 11, 2024. Please see attached executed SEC Form 17C on even date in this regard.