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)
Jul 27, 2023
2. SEC Identification Number
CS20091269
3. BIR Tax Identification No.
007236853000
4. Exact name of issuer as specified in its charter
PH RESORTS GROUP HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
20th Floor Udenna Tower Rizal Drive corner 4th Avenue, Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
6384034007
9. Former name or former address, if changed since last report
GGDC Administrative Services Building, Clark Global City, Clark Freeport Zone Pampanga, Philippines
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
4,793,266,504
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.
PH Resorts Group Holdings, Inc.PHR
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 the Articles of Incorporation
Background/Description of the Disclosure
The Company's Board of Directors and Shareholders have approved on 22 July 2020 the amendment of the Articles of Incorporation to change the Corporation's term and its authorized capital stock.
On 26 July 2023, the board of directors and stockholders reapproved the amendment to Article VII to increase the Company's authorized capital stock. This is in compliance with the requirement of the Revised Corporation Code that the application for increase in authorized capital stock must be filed within 6 months from stockholders' approval.
Date of Approval by Board of Directors
Jul 22, 2020
Date of Approval by Stockholders
Jul 22, 2020
Other Relevant Regulatory Agency, if applicable
None
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
Fourth
That the term for which the corporation is to exist shall be fifty (50) years from and after the date of incorporation.
That the term for which the corporation is to exist shall be in perpetuity.
Seventh
That the authorized capital stock of the corporation is Eight Billion (Php8,000,000,000.00) pesos, divided into Eight Billion (8,000,000,000.00) shares with the par value of One (Php1.00) peso per share.
That the authorized capital stock of the corporation is Fifteen Billion (Php15,000,000,000.00) pesos, divided into Fifteen Billion (15,000,000,000.00) shares with the par value of One (Php1.00) peso per share.
Rationale for the amendment(s)
To address the additional capitalization needs and to operate in perpetuity in accordance with the Revised Corporation Code. The amendment for the increase in authorized capital stock is requested anew due to the requirement in the Revised Corporation Code to file the application for the increase within 6 months from approval of the shareholders.
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
-
Other Relevant Information
The details for the subscription of the increase in authorized capital stock have yet to be finalized.
Amended disclosure to state that the stockholders' approval for the increase in authorized capital stock (Article VII of the Articles of Incorporation) was reapproved during the 26 July 2023 Annual Stockholders' Meeting to comply with the requirements of the Revised Corporation Code that filing of the application for increase in authorized capital stock must be made within 6 months from stockholders' approval.