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) Nov 25, 20212. SEC Identification Number PW-943. BIR Tax Identification No. 000-707-9224. Exact name of issuer as specified in its charter PAL Holdings, Inc.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 8th Floor, PNB Financial Center, President Diosdado Macapagal Ave., CCP Complex, Pasay CityPostal Code13078. Issuer's telephone number, including area code (02) 8810-24519. Former name or former address, if changed since last report Not Applicable10. 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
11,610,978,242
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.
PAL Holdings, Inc.PAL
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
Amendments to Articles of Incorporation
Background/Description of the Disclosure
Please be informed that at the Annual Stockholders' Meeting of the Company held today, 25 November 2021, via Remote Communication, the Shareholders passed upon and approved the following:
1. Approved the Increase in Authorized Capital Stock from Thirteen Billion Five Hundred Million Pesos (P13,500,000,000.00) to Thirty Billion Pesos (P30,000,000,000.00) and Amendment of Article Seventh of the Amended Articles of Incorporation
2. Approved the Issuance of Ten Billion Two Hundred Million (10,200,000,000) Shares by Private Placement to Buona Sorte Holdings, Inc.
3. Approved the Waiver of the Requirement of the Philippine Stock Exchange to Conduct Public Offering for the Issuance of Ten Billion Two Hundred Million (10,200,000,000) New Shares to A Related Party
Date of Approval by
Board of Directors
Sep 27, 2021
Date of Approval by Stockholders
Nov 25, 2021
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
Article Seventh
That the authorized capital stock of said Corporation is THIRTEEN BILLION FIVE HUNDRED MILLION PESOS (P13,500,000,000.000), Philippine Currency, and said capital stock is divided into THIRTEEN BILLION FIVE HUNDRED MILLION (13,500,000,000.000) common shares with a par value of ONE PESO (P1.00) each.
That the authorized capital stock of said Corporation is THIRTY BILLION PESOS (P30,000,000,000.000), Philippine Currency, and said capital stock is divided into THIRTY BILLION (30,000,000,000.000) common shares with a par value of ONE PESO (P1.00) each.
Rationale for the amendment(s)
The purpose of the proposed increase of authorized capital of the Issuer is to accommodate the fresh infusion of capital into the Company by an affiliate company of the Lucio Tan Group of Companies. The new capital will in turn be invested into Issuer's subsidiary, Philippine Airlines (PAL), pursuant to the court-supervised reorganization of PAL.
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 business and operations of the Issuer will not be affected by the proposed amendment. Only the capital structure of the Issuer will change to reflect the fresh infusion of cash into the Company. The new shares in support of the increase of capital will be issued at a premium over par.
Other Relevant Information
The form was amended to reflect the approval of the Stockholders.
Filed on behalf by:
Name
Ma. Cecilia Pesayco
Designation
Corporate Secretary
Attachments
Original Link
Original Document
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Disclaimer
PAL Holdings Inc. published this content on 25 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2021 07:39:02 UTC.
PAL Holdings, Inc. is a Philippines-based holding company. The Company is primarily engaged in air transport of passengers and cargo within the Philippines and between the Philippines and several international destinations. The Company operates through its two major subsidiaries: Philippine Airlines, Inc. (PAL) and Air Philippines Corporation (APC). PAL is the national flag carrier of the Philippines, and its principal activity is to provide air transportation for passengers and cargo within and outside the Philippines. APC is primarily engaged in the business of air transportation for the carriage of passengers and cargo within and outside the Philippines. APC is doing business under the name and style of Philippine Airlines or PAL Express.