TOP Line Business Development Corp. said Monday that the Securities and Exchange Commission (SEC) had approved changes to its articles of incorporation (AOI), allowing it to convert a portion of its common shares into preferred shares.
In a disclosure, Top Line said the SEC approved the amended AOI on Feb. 12 and that it received notice of the approval on Feb. 19, 2026.
Top Line is primarily engaged in commercial fuel trading, serving industrial accounts across various sectors in Cebu, including marine and land transportation, construction, mining, and agriculture.
The company said the reclassification was intended give it flexibility in the issuance of shares. The amendment was approved by the company’s board in October last year and ratified by its stockholders on Dec. 2, 2025.
Prior to the change, Top Line’s authorized capital stock was set at P1.6 billion divided into 16 billion shares with a par value of P0.10 each. Its authorized capital stock has now been divided into 15.2 billion common shares and 800 million preferred shares, all with a par value of P0.10 per share.
The preferred shares will be issued under terms to be determined by the board at the time of issuance, including the price and dividend rate; will be cumulative in respect of current and unpaid dividends, with dividend rates to be fixed by the board upon issuance; will be non-voting except in matters where voting is required by law; will be non-participating beyond specifically declared dividends; and will not be convertible into common shares.
Top Line said the preferred shares will also be redeemable at the option of the company under terms to be approved by the board; will enjoy preference over common shares in the distribution of corporate assets and in the payment of dividends; will not carry pre-emptive rights; and may be reissued under terms approved by the board.
The shares may be transferred to foreign citizens, corporations and associations, subject to applicable nationality restrictions, the company added.
The amended articles further provide that no stockholder of any class will be entitled to pre-emptive rights to purchase, subscribe for, or receive any part of the shares of the corporation, whether issued from unissued capital stock, increases in authorized capital, or treasury shares.
Top Line said it would comply with applicable lock-up requirements under the listing rules of the Philippine Stock Exchange, subject to any waiver or exemption that may be granted.
The company’s shares rose by P0.01, or 0.65 percent, to close at P1.55 each on Monday.
