C07640-2023

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)
Oct 24, 2023
2. SEC Identification Number
A200207283
3. BIR Tax Identification No.
006-0036-274
4. Exact name of issuer as specified in its charter
P-H-O-E-N-I-X PETROLEUM PHILIPPINES, INC.
5. Province, country or other jurisdiction of incorporation
Davao City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Stella Hizon Reyes Rd., Bo. Pampanga, Lanang, Davao City Postal Code 8000
8. Issuer's telephone number, including area code
082 235 8888
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 Shares 1,442,216,332
Preferred Shares 14,500,000
11. Indicate the item numbers reported herein
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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.

Phoenix Petroleum Philippines, Inc.PNX

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Divestment of Phoenix Petroleum Philippines, Inc. (PPPI) in PNX Petroleum Singapore Pte. Ltd (PNX SG)
Background/Description of the Disclosure

PPPI plans to divest its current investments in PNX SG through the buy back of shares by PNX SG of the shares owned by PPPI in PNX SG
Date of Approval by
Board of Directors		 Oct 20, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

With the Company’s Liability Management Exercise (LME), PNX SG sale is part of key enabler to support the needs of PPPI’s working capital. This is a self help given the difficulty in raising additional working capital bank lines
Details of the acquisition or disposition
Date Oct 23, 2023
Manner

Divestment of PPPI in PNX SG is through the buy back of the shares by PNX SG
Description of the company to be acquired or sold

PNX SG is a subsidiary of PPPI. It is engaged in the trading of petroleum products in the region. From servicing primarily the supply needs of PPPI, today more than 100% of its revenues are through third party sales. Today, PPPI owns about 85% equity in PNX SG while 15% is owned by Libra Investments Pte Ltd.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 22,600,000
Percentage to the total outstanding shares of the company subject of the transaction 85
Price per share USD 0.85
Nature and amount of consideration given or received

Cash
Principle followed in determining the amount of consideration

Cost Approach or Net Asset Value Approach which estimates the value of equity as the fair value of a company's assets minus the fair value of its liabilities adjusted for any unrecorded assets and liabilities in the balance sheet.
Terms of payment

Cash
Conditions precedent to closing of the transaction, if any

Upon closing of the transaction:

PPPI shall deliver:
(1) share certificates in respect to the Sale Shares;
(2) deliver to PNX SG valid and registrable transfer forms duly executed transferring the legal and beneficial ownership of the Sale Shares to PNX SG;
(3) deliver to PNX SG the resignation letters of Mr. Dennis A. Uy and Mr. Henry Albert R. Fadullon, the current directors of PNX SG;
(4) Board Resolution approving the transaction;
(5) subject to the payment of stamp duty by PNX SG, procure that the secretary of the Company lodge the notice of transfer of the Sale Shares with ACRA, so that the Company's electronic register of members is updated to reflect the new owner of the Sale Shares


PNX SG shall:

(1) pay to the Seller the consideration by remittance to the Seller's nominated bank account;
(2) where applicable, deliver to the Seller copy of the MT 103 or Payment Advice issued by PNX SG's remitting bank, evidencing the remittance of the Consideration;
(3) deliver to the Seller evidence of payment of stamp duty and the duly completed Form E4A (Working Sheet D) required for the transfer of the Sale Shares; and
(4) deliver to the Seller a copy of the board resolutions of the Company:

(a) approving the transfer of the Sale Shares to PNX SG and authorizing the secretary of the Company to lodge the notice of transfer of the Sale Shares to the Buyer with ACRA (in the form prescribed by ACRA) and to make sure other entries into other corporation records of the Company and with ACRA as may be necessary.

(b) reflecting and accepting the resignations of the Seller's Directors of the Company with effect from the Completion Date.
Any other salient terms

PPPI consents to the use by PNX SG of:
(a) the name of "PNX Petroleum Singapore Pte Ltd" with respect to the Company and
(b) the name "PNX Petroleum Singapore Pte Ltd" in any documentation (legal, finance, marketing, etc) regarding the Company.
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
PNX Petroleum Singapore Pte Ltd. related being a subsidiary
Effect(s) on the business, financial condition and operations of the Issuer, if any

The valuation is based on the net book value as of July 31, 2023 reduced by the outstanding receivables from PPPI, PLPI, PGV and Udenna Corp. totaling to USD 20.2 Million.

This transaction shall raise an immediate USD 19.2 Million in cash for PPPI which can be utilized to meet the immediate needs of the business for working capital to purchase inventory for its B2B customers.

The added working capital to be raised by the sale shall help push the recovery efforts of the local business, and together with its liability management exercise and any possible equity infusion, the same levels of revenue are expected to be attained in the 2-3 years along with an increase in margins.
The transaction shall also offset and settle the outstanding obligations of PPPI, PLPI, PGV and Udenna Corp. totaling to USD 24.6 Million.

Insofar as business operations are concerned, there is no impact since mid 2022, PPPI has been sourcing its inventories from local suppliers.
Other Relevant Information

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Filed on behalf by:
Name Socorro Cabreros
Designation Corporate Secretary