C07124-2023

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)
Sep 25, 2023
2. SEC Identification Number
10683
3. BIR Tax Identification No.
000-141-166-000
4. Exact name of issuer as specified in its charter
SUNTRUST RESORT HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
26th Floor, Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City Postal Code 1634
8. Issuer's telephone number, including area code
(632) 8894-6300
9. Former name or former address, if changed since last report
SUNTRUST HOME DEVELOPERS, INC.
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 7,250,000,000
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.

Suntrust Resort Holdings, Inc.SUN

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
Background/Description of the Disclosure

This pertains to the amendment of the Articles of Incorporation of SUNTRUST RESORT HOLDINGS, INC. (formerly Suntrust Home Developers, Inc.) (the “Company”):

a. Increase of the authorized capital stock from PhP23,000,000,000.00 divided into 23,000,000,000 common shares at PhP1.00 per share to PhP28,000,000,000.00 divided into 28,000,000,000 common shares at PhP1.00 per share and the amendment of the Seventh Article of the Articles of Incorporation for the purpose; and
b. Addition of retail activities to the Company’s purposes and amendment of the Second Article of the Articles of Incorporation to implement such change.
Date of Approval by
Board of Directors		 Sep 25, 2023
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
Amendment(s)
Article No. From To
Second That the purpose for which such Corporation is formed are: PRIMARY PURPOSE x x x x x x x x x SECONDARY PURPOSES x x x x x x x x x 5. To manufacture, produce, make, buy, sell, deal in, conduct and carry on the business of manufacturing, buying, selling and dealing in any all such goods, wares, and merchandise of every class and description, or to subject any and all such goods, wares and merchandise to any process or treatment for the purpose of increasing its value or utility; x x x That the purpose for which such Corporation is formed are: PRIMARY PURPOSE x x x x x x x x x SECONDARY PURPOSES x x x x x x x x x 5. To import and/or export, manufacture and/or produce, process for the purpose of increasing their value or utility, buy, sell, trade, market, distribute, or otherwise dispose, at wholesale or retail, through all types of networks and distribution channels, including electronic commerce, any and all kinds of household, agricultural, and industrial goods, services, commodities, wares, and merchandise of every kind and description such as, but not limited to, luxury goods, clothing, accessories, electronic gadgets or devices, toys, eyewear, food or grocery items, beverages, cosmetics, fragrances, kitchenware, household and office goods and materials, supplies, machineries, equipment, appliances, implements, and all other products within the commerce of men as well as those similar and allied to them either as principal, distributor, factor, agent, or commission merchant, and generally to perform any and all acts connected with any of the aforementioned, arising therefrom, or incidental thereto; x x x
Seventh That the authorized capital stock of said corporation is Twenty-Three Billion Pesos (PhP23,000,000,000.00), Philippine currency, said stock is divided into twenty-three billion (23,000,000,000) shares with a par value of One Peso (PhP1.00) each, all of the same class. No stockholders of any class of shares shall because of his/its ownership of stock have pre-emptive or other right to purchase for or take any part of stock or for any other securities convertible into or carrying option or warrants to purchase stock of the corporation, whether out of the unissued authorized capital stock or any future increases thereof. Any part of such stock or other securities may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to resolution of its Board of Directors to such persons and upon such terms as such Board may deem proper, without first offering such stock or securities or any part thereof to existing stockholders. That the authorized capital stock of said corporation is Twenty-Eight Billion Pesos (PhP28,000,000,000.00), Philippine currency, said stock is divided into twenty-eight billion (28,000,000,000) shares with a par value of One Peso (PhP1.00) each, all of the same class. No stockholders of any class of shares shall because of his/its ownership of stock have pre-emptive or other right to purchase for or take any part of stock or for any other securities convertible into or carrying option or warrants to purchase stock of the corporation, whether out of the unissued authorized capital stock or any future increases thereof. Any part of such stock or other securities may at any time be issued, optioned for sale, and sold or disposed of by the corporation pursuant to resolution of its Board of Directors to such persons and upon such terms as such Board may deem proper, without first offering such stock or securities or any part thereof to existing stockholders.
Rationale for the amendment(s)

For the increase of the authorized capital stock from PhP23,000,000,000.00 to PhP28,000,000,000.00, (i) to ensure that there is a sufficient number of unissued shares in the event that convertible bonds issued by the Company to Fortune Noble Limited (“Fortune Noble”) and Summit Ascent Investments Limited are converted into shares by any or both of them, and (ii) pursuant to the requirement of The Philippine Stock Exchange, Inc. in connection with the previous listing of Fortune Noble’s 2,550,000,000 shares in the Company that the Company conduct a follow-on offering of at least ten percent of its outstanding capital stock within one year from 10 February 2023.

For the addition of retail activities to its purposes, this is to enable the Company to engage in retail activities, which is in line with its primary purpose of developing and operating tourism-related facilities such as hotels, resorts, private clubs, leisure parks, entertainment centers, restaurants, food and beverage outlets, other recreational facilities, and allied businesses, services, and facilities.
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 amendment of the Seventh Article of the Company’s Articles of Incorporation will increase the Company’s authorized capital stock from PhP23,000,000,000.00 divided into 23,000,000,000 shares at PhP1.00 per share to PhP28,000,000,000.00 divided into 28,000,000,000 shares at PhP1.00 per share. The increase is not expected to affect the business and operations of the Company as it is being done in compliance with contractual and regulatory obligations.

The addition of retail activities to the purposes of the Company is expected to have a positive impact on the Company’s business as it will expand its revenue sources. It is not expected to have an adverse effect on the operations of the Company as retail activities are consistent with the Company’s primary purpose. The addition will not affect the Company’s capital structure.
Other Relevant Information

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Nelileen Baxa
Designation Corporate Secretary