C07934-2024

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)
Dec 13, 2024
2. SEC Identification Number
A200115151
3. BIR Tax Identification No.
219-045-668
4. Exact name of issuer as specified in its charter
Ferronoux Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th Floor, Hanston Building, F. Ortigas, Jr. Road, Ortigas Center, Pasig City Postal Code 1600
8. Issuer's telephone number, including area code
+(63)917-807-88-15 or (02)8888-4762
9. Former name or former address, if changed since last report
AG Finance, Incorporated;Unit 2205A East PSE Centre, Exchange Road, Ortigas Center, Pasig City
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 261,824,002
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.

Ferronoux Holdings, Inc.FERRO

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Private Placement by way of Subscriptions to up to 80,000,000 common shares (“Subject Shares”) of the remaining unissued capital stock of the Corporation at a par value of PhP 1.00 per share for a total of PhP 80,000,000.00 by Themis Group Corporation (Themis).
Background/Description of the Disclosure

Pursuant to the approval at the Special Meeting of the Board of Directors held on 12 December 2024, Themis will subscribe to 80,000,000 common shares at a par value of One Peso (PhP 1.00) per share or a total subscription price of PhP 80,000,000.00 to be issued from the remaining unissued capital stock of the Corporation.
Date of Approval by Board of Directors Dec 12, 2024
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

Subscription Agreements will be executed between the Company and Themis Group Corporation for subscriptions to up to a total of 80,000,000 common shares at a par value of One Peso (PhP 1.00) per share for a total subscription price of PhP 80,000,000.00. The parties may enter into several subscription agreements provided upon execution of a subscription agreement, 25% of the subscription price is paid and the remaining balance shall be paid within six (6) months from execution date. The subscriptions are not subject to any regulatory approval since the Subject Shares will be issued out of the authorized but unissued capital stock. As agreed, the Company shall issue the Subject Shares as soon as 25% of the subscription price is paid and documentary stamp taxes are likewise paid.

The listing of the subscribed shares shall be subject to receipt of full payment, the approval of stockholders of the transaction, as well as approval of The Philippine Stock Exchange, Inc (“PSE”) of the listing of the Subject Shares. The Company intends to file the listing application for the Subscribed Shares within the regulatory deadline.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The private placement transaction facilitates a capital infusion into the Company, bolstering its financial foundation and enhancing its capacity to pursue expansion, meet operational requirements, and explore new projects. This strengthened financial position prepares the Company to seize new opportunities that require substantial resources.

Moreover, the transaction establishes a partnership with Themis, a new investor, potentially bringing additional value through expertise, business networks, or strategic benefits beyond the cash infusion.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The aggregate value of the consideration is PhP 80,000,000.00. The parties intend to enter into several subscription agreements. Upon execution of a subscription agreement, the subscriber must pay 25% of the subscription price and fully pay within six (6) months from execution date.
The basis upon which the consideration or the issue value was determined

The consideration for the subscription is based on the par value of PhP 1.00 per share as provided in its Articles of Incorporation.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The proceeds from the private placement will be used for the following: (1) working capital to support the operations of the company, payment of taxes, permits, licenses and fees made in the regular course of business; (2) payment of documentary stamp tax, regulatory and listing fees arising from the current private placement transaction; (3) costs, fees and expenses in evaluating opportunities for the company as well as subsequent transactions, if any etc..
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Themis Group Corporation (see "Other Relevant Information" below for corporate background) Holding Company No relation
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
Michelle B. Lazaro 84,998 85 Rommel M. Santiago
5,000 Abel M. Almario 5,000 Philipe T. Aquino
5,000 Edwin M. Espejo 1 Rex Peter G. Raz
1
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Themis seeks to establish partnerships with key stakeholders to venture into property development and capitalize on other promising investment opportunities with substantial growth potential. By aligning with strategic partners, Themis aims to leverage complementary expertise, resources, and networks to drive value creation, diversify its portfolio, and unlock new revenue streams. These partnerships will enable Themis to pursue innovative projects, expand its market reach, and achieve long-term sustainable growth while maximizing returns for stakeholders.
The interest which directors of the parties to the transaction have in the proposed transaction

None
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

Steps to safeguard the interests of any independent shareholder is not applicable.
Any conditions precedent to closing of the transaction

There are no conditions precedent to the closing of this transaction
Change(s) in the composition of the Board of Directors and Management

Jesus G. Chua, Jr. to be replaced by Atty. Philipe T. Aquino
Yerik C. Cosiquien to be replaced by Atty. Abel M. Almario

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
ISOC Holdings, Inc. 133,530,241 51 133,530,241 39.06
Directors and Officers 1,007 0 3,007 0
Public 128,292,754 49 128,292,754 37.53
Themis 0 0 80,000,000 23.4

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares 261,824,002 341,824,002
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares 261,824,002 341,824,002
Treasury Shares
Type of Security /Stock Symbol Before After
N/A - -
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares 128,293,761 128,293,761
Effect(s) on the public float, if any The current public float of the Company is at 49%. After the subscriptions, public float will be 37.53%, well within the minimum public float requirement.
Effect(s) on foreign ownership level, if any N/A
Other Relevant Information

Themis Group Corporation is a domestic corporation duly established under Philippine laws and duly incorporated on January 10, 2024. Its primary purpose is to engage in activities of a holding company, such as to invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange or otherwise dispose of real property and personal property of every kind and description, including shares of stock, bonds, debentures, notes, evidences of indebtedness and other securities etc. It has an authorized capital stock of PhP 100,000,000.00 which has been fully subscribed and paid up.

Its Directors/Officers is as follows:

Abel M. Almario- Chairman/ President
Edwin M. Espejo- Director
Rex Peter G. Raz- Director/ Treasurer
Philipe T. Aquino- Director/ Corporate Secretary

Statement of Active Business Pursuits and Objectives

Ferronoux Holdings Inc. (the “Company”) is geared towards advancing its business into real property development by undertaking strategic initiatives aimed at establishing presence in the real estate sector. Planned steps include identifying and acquiring prime real estate assets, conducting comprehensive market analyses, and developing projects that align with current market demand and future growth opportunities.

The Company intends to perform sustainable master planning, ensuring that all projects integrate environmentally conscious designs, efficient resource management, and innovative solutions that promote long-term community well-being. A key focus will be on mixed-use developments that combine residential, commercial, and recreational spaces to create vibrant, self-sustaining communities.

To enhance its portfolio, the Company will actively explore partnerships with global hospitality industry players and investors, aiming to incorporate hospitality-driven elements such as hotels and resorts into mixed-use projects. Additionally, the Company will seek to collaborate with local and regional developers, investors, and construction companies to expedite the development of these projects, targeting implementation at the soonest possible time, beginning in 2025.

The Company is currently working on a detailed business plan to guide its real estate ventures. This plan will include an assessment of potential properties for the highest and best use, ensuring that each acquisition and development is strategically aligned with market demand and economic feasibility.

The partnership with Themis Group Corporation (“Themis”) is the first step in materializing this new venture. By providing strategic guidance, leveraging industry expertise, and facilitating connections with key stakeholders, Themis will enable the Company to navigate the complexities of real estate acquisition and development. This collaboration aims to position the Company as a competitive entity within the real estate market while maximizing value for its stakeholders.

The direction of this venture is aligned with the Company’s purpose of being a holding company primarily engaged in holding key investments. This new real estate initiative reflects a strategic expansion into premium assets driving long-term shareholder value.

***

Subscription Agreements will be executed between the Company and the subscribers, and shall be disclosed in due time.

Note that the number indicated in the Listed Shares After the transaction is only temporary until the filing and approval of listing application of the Subject Shares.
Filed on behalf by:
Name Manuel Gonzalez
Designation Corporate Secretary