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 18, 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 CityPostal Code1600
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
--
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
341,824,002
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 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 to Articles of Incorporation
Reason for Amendment: The disclosure is being amended to indicate the approval of the Company's shareholders of the Amendment of the Articles of Incorporation during the Special Stockholders' Meeting held today, 19 March 2025.
Background/Description of the Disclosure
Ladies and Gentlemen:
Please be informed that during the special meeting of the Board of Directors (“Board”) of Ferronoux Holdings, Inc. (the “Company”) held on 18 December 2024, the Board approved the amendment of the Seventh Article of the Company’s Articles of Incorporation to increase the Company’s authorized capital stock from PhP 550,000,000.00 divided into 550,000,000 common shares at a par value of One Peso (PhP 1.00) per share to PhP 2,500,000,000.00 divided into 2,500,000,000 common shares at a par value of One Peso (PhP 1.00) per share.
Further, the Company's shareholders approved said amendment of the Seventh Article of the Company’s Articles of Incorporation during the Special Stockholders' Meeting held today, 19 March 2025.
Thank you.
Date of Approval by Board of Directors
Dec 18, 2024
Date of Approval by Stockholders
Mar 19, 2025
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
That the authorized capital stock of the corporation is FIVE HUNDRED FIFTY MILLION PESOS (PhP 550,000,000.00) and said capital stock is divided into FIVE HUNDRED FIFTY MILLION (550,000,000.00) shares of common stock with a par value of ONE PESO (PhP 1.00) each.
That the authorized capital stock of the corporation is TWO BILLION FIVE HUNDRED MILLION PESOS (PhP 2,500,000,000.00) and said capital stock is divided into TWO BILLION FIVE HUNDRED MILLION (2,500,000,000) shares of common stock with a par value of ONE PESO (PhP1.00) each.
Rationale for the amendment(s)
The rationale for the increase in capital stock is to accommodate the shares to be issued for the property-for-share swap with Eagle 1 Landholdings Inc., private placements with several entities, and future expansion and subscription opportunities.
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
The amendment of the Seventh Article of the Company’s Articles of Incorporation will increase the Company’s authorized capital stock from PhP550,000,000.00 divided into 550,000,000 common shares with par value of PhP1.00 per share, to PhP2,500,000,000.00 divided into 2,500,000,000 common shares with par value of PhP1.00 per share.