SM Prime Holdings Inc. on Friday said that its board had approved and endorsed the reclassification of 100 million unissued common shares into preferred shares.
A corresponding amendment to its articles of incorporation will be made, the company said.
The move will be presented for shareholder approval in April.
SM Prime’s authorized capital stock will remain at P40 billion, divided into 39.9 billion common shares with par value of P1.00 each and 100 million preferred shares also with par value of P1.00 each.
The preferred shares will be non-voting, except in instances provided under Section 6 of the Revised Corporation Code.
Holders of the preferred shares will be entitled to dividends ahead of common shareholders, with the board authorized to determine the rate, nature and amount.
The preferred shares will be perpetual and non-redeemable at the option of the holders, although the company may redeem them.
The shares will not be convertible into common shares and specific terms for each issuance, including the number of shares per series and dividend features, will be set by the board.
Existing stockholders will not have preemptive rights to subscribe to any new shares or securities issued by the corporation, with such authority vested in the board, subject to applicable regulations of the SEC at the time of issuance.
SM Prime Holdings shares fell by 50 centavos to close at P21.50 apiece on Friday.
