Reclassification of Preferred Shares to Common Shares Reduction in Par Value of Common Shares Lifting of Trading Suspension
PSE Memorandum No. DA-0152-13 • Philippine Stock Exchange • Memoranda • Mar 18, 2013
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March 18, 2013 PSE MEMORANDUM NO. DA-0152-13 TO : The Investing Public and Trading Participants COMPANY : Philippine Bank of Communications Reclassification of Preferred Shares to Common Shares Reduction in Par Value of Common Shares Lifting of Trading Suspension This is with reference to Circular No. 2158-2013 dated March 12, 2013 pertaining to the approval by the Securities and Exchange Commission ("SEC") of the capital restructuring of Philippine Bank of Communications ("PBC" or the "Bank"). The Exchange implemented a trading suspension on the Bank's shares last March 12, 2013, as requested by the Bank, in view of the following amendments to the Bank's Articles of Incorporation approved by the SEC: 1. Reclassification of the existing preferred shares to common shares; 2. Reduction of the par value of the common shares from P100.00 per share to P25.00 per share; and 3. Increase of authorized capital stock to P19,000,000,000.00 divided into 760,000,000 common shares with a par value of P25.00 per share. The increase in authorized capital stock was supported by the subscription to a total of 126,965,590 common shares of the following subscribers: Subscriber Common Shares Subscribed Nubla Group 51,779,364 Chung Group 47,965,123 LFM Properties Group 26,406,437 ISM Communications 814,666 TOTAL 126,965,590 ========= As previously announced, the following changes will be reflected on the Exchange's trading system effective tomorrow, March 19, 2013 : 1. Reclassification of the Bank's 120,000,000 Preferred Shares ("PBCP") to common shares; 2. Reduction of the par value of the common shares ("PBC") from P100.00 per share to P25.00 per share; and 3. Removal of PBCP from the Official Registry of the Exchange. Please refer to the table below for the resulting capital structure of the Bank, as disclosed in Circular Nos. 0105-2013 dated January 4, 2013 and 2304-2013 dated March 18, 2013: Before After Authorized Capital Stock PBC Amount P14,500,000,000 P19,000,000,000 No. of Shares 145,000,000 760,000,000 PBCP Amount P3,000,000,000 - No. of Shares 120,000,000 - Issued Shares PBC 52,598,966 299,564,556 PBCP 120,000,000 - Outstanding Shares PBC 52,598,965 299,564,555 PBCP 120,000,000 - Treasury Shares PBC 1 1 PBCP 0 - Listed Shares PBC 52,598,966 172,598,966 PBCP 120,000,000 - Par Value PBC P100.00 P25.00 PBCP P25.00 - As previously disclosed by the Bank, there will be no change in the number of issued and outstanding common shares, in relation to the change in the par value of the Bank's common shares. The adjustments were due to the reclassification of the 120,000,000 preferred shares to common shares and the subscriptions of ISM Communications Corporation ("ISM"), the Chung, Nubla and the LFM Properties Groups. Given the foregoing, the trading of the Bank's common shares under the stock symbol PBC will be lifted at 9:00 a.m. tomorrow, March 19, 2013. For the information and guidance of the investing public. (SGD.) JANET A. ENCARNACION Head, Disclosure Department Noted by: (SGD.) MARSHA M. RESURRECCION Head, Issuer Regulation Division <http://www.pse.com.ph/resource/memos/2013/DA_2013-0152.pdf> last visited May 22, 2013.
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