At the Annual Stockholders’ Meeting held on 22 November 2018, the stockholders approved the increase in authorized capital stock from Two Billion Pesos (Php2,000,000,000.00), divided into Two Billion (2,000,000,000) shares with a par value of One Peso (Php1.00) per share, to Five Billion Pesos (Php5,000,000,000) divided into Five Billion (5,000,000,000) shares with a par value of One Peso (Php1.00) per share, as well as the corresponding amendments to Article Seven of the Amended Articles of Incorporation of the Corporation. The stockholders also approved the subscription of Fil-Estate Management, Inc. (“FEMI”) to Seven Hundred Fifty Million (750,000,000) common shares of the Corporation at par value of One Peso (Php1.00) per share for a subscription price of Seven Hundred Fifty Million Pesos (Php750,000,000.00).
The subscription was in two tranches: Five Hundred Million Pesos (Php500,000,000.00) was to be paid via offsetting of FEMI’s advances to the Corporation in the amount of Five Hundred Million Pesos (Php500,000,000.00). Tranche 2 subscription of Two Hundred Fifty Million Pesos (Php250,000,000.00) was intended to be paid via assignment to the Corporation of shares of FEMI in Metro Solar Power Solutions, Inc. (“Metro Solar”).
FEMI’s advances of Five Hundred Million Pesos (Php500,000,000.00), intended as payment of the Tranche 1 subscription, were assigned to the Corporation on 10 October 2019, subject to the approval of the Securities and Exchange Commission ("SEC"). The SEC approved this subscription and payment on 1 February 2024 upon issuance of the Certificate of Approval of Increase of Capital Stock of the Corporation from Two Billion Pesos (Php2,000,000,000.00) to Five Billion Pesos (Php5,000,000,000.00).
On 24 August 2023, the Corporation entered into a Deed of Assignment with FEMI on FEMI’s assignment of 100% of its outstanding capital stock in Metro Solar in payment of FEMI’s Tranche 2 subscription of P250,000,000.00. On 8 April 2024, the SEC issued a Certificate of Approval of Valuation of the Metro Solar shares of stock.
On 15 July 2024, the stock transfer agent issued the stock certificate for the Seven Hundred Fifty Million (750,000,000) shares issued to FEMI. |