As announced in Disclosure Notice No. DN00075-2023 dated June 1, 2023, the trading of the shares of East Coast Vulcan Corporation (formerly Vulcan Industrial & Mining Corporation) was suspended due to its non-compliance with the required minimum public ownership under the Exchange’s existing rules and guidelines.
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)
May 29, 2023
2. SEC Identification Number
7443
3. BIR Tax Identification No.
000-062-736
4. Exact name of issuer as specified in its charter
VULCAN INDUSTRIAL & MINING CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City Postal Code1550
8. Issuer's telephone number, including area code
028511-8312
9. Former name or former address, if changed since last report
N/A
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 Stock
1,450,000,000
11. Indicate the item numbers reported herein
ITEM 4. 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.
Vulcan Industrial & Mining CorporationVUL
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 Articles of Incorporation and Increase of Authorized Capital Stock
Background/Description of the Disclosure
On May 29, 2023, the Securities and Exchange Commission approved the increase in authorized capital stock of VIMC from Four Billion Pesos (Php 4,000,000,000.00) divided into Four Billion (4,000,000,000) common shares with a par value of One Peso (Php 1.00) per share, to Twelve Billion Pesos (Php 12,000,000,000.00) divided into Twelve Billion (12,000,000,000) shares with a par value of One Peso (Php 1.00) per share; and the amendment of Articles First, Third, Sixth, and Seventh of the Articles of Incorporation.
Date of Approval by Board of Directors
Aug 18, 2021
Date of Approval by Stockholders
Nov 8, 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
May 29, 2023
Date of Receipt of SEC approval
May 29, 2023
Amendment(s)
Article No.
From
To
First:
That the name of the said Corporation shall be: “VULCAN INDUSTRIAL & MINING CORPORATION”
That the name of the said Corporation shall be: “EAST COAST VULCAN CORPORATION”
Third
That the place where the principal office of the Corporation is to be located is at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, Philippines.
That the place where the principal office of the Corporation is to be located is at the 4th Floor, Pacific Star Building, Low Rise Tower, Makati Avenue corner Senator Gil Puyat Avenue, Makati City, Philippines, 1209.
Sixth
That the number of directors of the Corporation shall be eleven (11) and that the names and residences of the directors of the Corporation who are to serve until their successors are elected and qualified as provided by the By-Laws are as follows…
That the number of directors of the Corporation shall be thirteen (13) and that the names and residences of the directors of the Corporation who are to serve until their successors are elected and qualified as provided by the By-Laws are as follows…
Seventh
That the amount of capital stock of the Corporation is Four Billion Pesos (Php4,000,000,000.00), Philippine currency, and the said capital is divided into Four Billion (4,000,000,000) common shares at the par value of ONE PESO (P1.00) each.
That the amount of capital stock of the Corporation is Twelve Billion Pesos (Php 12,000,000,000.00) Philippine currency, and the said capital is divided into Twelve Billion (12,000,000,000) common shares at the par value of ONE PESO (P1.00) each.
Rationale for the amendment(s)
Said amendments are consistent with the proposed transactions with the HGP Group. The contemplated transaction will result in VIMC owning a consistently profitable going concern and cashflow-generating mining business, which will allow VIMC to immediately recognize income. Beyond recurring and sustainable income, the envisioned business combination will also provide VIMC the capability to embark on further value-enhancing and growth-oriented expansion initiatives.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
May 17, 2023
Expected date of SEC approval of the Amended Articles of Incorporation
May 29, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Amendments to the First, Third and Sixth Articles do not have an effect on the capital structure of VIMC, whereas, amendment to the Seventh Article will increase the capital stock from of VIMC from Four Billion Pesos (Php 4,000,000,000.00) to Twelve Billion Pesos (Php 12,000,000,000.00).
Other Relevant Information
Please find attached Vulcan disclosure letter, and Certificates of Approval of Increase of Capital Stock and Certificate of Filing of Amended Articles of Incorporation that were issued by the SEC. A correction has been requested for the SEC Certificate of Filing of Amended Articles of Incorporation on the date of the board approval. The disclosure was amended to attach the amended Article of Incorporation.
Filed on behalf by:
Name
Edgardo Caringal
Designation
Senior Vice President - Operations, Chief Compliance Officer