C00594-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common | 324,620,008 |
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Subject of the Disclosure |
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Amendment to the Articles of Incorporation |
Background/Description of the Disclosure |
Amendment to the Articles of Incorporation |
Date of Approval by Board of Directors |
Feb 2, 2024 |
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Date of Approval by Stockholders | TBA |
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 |
Article No. | From | To | |
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7 | Five Hundred Million Pesos (P500,000,000) Philippine Currency, composed of Four Hundred Million (400,000,000) common shares with the par value of One Peso (P1.00) per share and One Hundred Million (100,000,000) preferred shares with the par value of One Peso (P1.00) per share. Creation of preferred shares which shall be non-voting, non-participating, not convertible into common shares, entitled to a coupon rate not exceeding 12% per annum (as may finally be set by the Board of Directors), redeemable at the option of the Corporation and shall have such other rights, preferences, restrictions andqualifications as may be fixed by the Board of Directors at their issuance and authority to issue options, warrants and other forms of securities. | One Billion Pesos (P1,000,000,000) Philippine Currency, composed of Nine Hundred Million (900,000,000) common shares with the par value of One Peso (P1.00) per share and One Hundred Million (100,000,000) preferred shares with the par value of One Peso (P1.00) per share. Creation of preferred shares which shall be non-voting, non-participating, not convertible into common shares, entitled to a coupon rate not exceeding 12% per annum (as may finally be set by the Board of Directors), redeemable at the option of the Corporation and shall have such other rights, preferences, restrictions andqualifications as may be fixed by the Board of Directors at their issuance and authority to issue options, warrants and other forms of securities. |
Rationale for the amendment(s) |
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To allow DFNN to issue additional shares and other securities |
Expected date of filing the amendments to the Articles of Incorporation with the SEC | TBA |
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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 |
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The amendments will increase the authorized capital of DFNN which will allow DFNN to issue additional shares to potential investors. |
Other Relevant Information |
During the meeting of the Board of Directors held today, February 2, 2024, the Board approved the increase in the authorized capital stock from Php500 Million to Php1 Billion which was previously approved in 2017, and issuance of up to 500 Million common shares as subscription to the increase. |
Name | Cyrus Richard Montesa |
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Designation | Chief Legal Counsel/Chief Compliance Officer |