C05186-2023

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)
Jun 29, 2023
2. SEC Identification Number
PW-94
3. BIR Tax Identification No.
000-707-922
4. Exact name of issuer as specified in its charter
PAL Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
8th Floor, PNB Financial Center, President Diosdado Macapagal Ave., CCP Complex, Pasay City Postal Code 1307
8. Issuer's telephone number, including area code
(02) 8810-2451
9. Former name or former address, if changed since last report
Not Applicable
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 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 advised that the Corporation submitted today, 29 June 2023, the amendment to its pending application for increase in authorized capital stock to include the additional subscriptions in support of the increase. Specifically, in addition to the cash previously received by the Corporation as payment for the shares to be issued from the increased capital, the Corporation also received Three Hundred Twenty Three Million Seven Hundred Seventy One Thousand Nine Hundred Twelve (323,771,912) Common Shares in its subsidiary, Philippine Airlines, Inc. (“PAL”) owned by certain creditors of PAL in exchange for Five Billion Forty One Million One Hundred Twenty Eight Thousand Six Hundred Forty Eight (5,041,128,648) new Common Shares of the Corporation at the rate of 15.57 PHI shares for every 1 PAL share.

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 Jun 29, 2023
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 disclosure was amended to change the expected date of filing of the Amendments to the Articles of Incorporation with the SEC.

Filed on behalf by:
Name Ma. Cecilia Pesayco
Designation Corporate Secretary