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United Paragon Mining Corp., a listed firm controlled by National Bookstore’s Ramos family, is seeking to wipe out ₱876.57 million in debt by converting preferred shares and bonds into equity.
In a disclosure to the Philippine Stock Exchange, the firm stated that its board of directors has approved the inclusion of an item addressing its massive debt problem in the agenda of the 2025 Annual Stockholders’ Meeting.
UPMC said it is seeking advance stockholders’ authority for a series of potential equity conversion transactions intended to address the negative stockholders’ equity position, to improve the debt-to-equity ratio, and to strengthen the Corporation’s capital structure.
The proposed authority covers the conversion of outstanding debt up to a maximum aggregate amount of ₱876.57 million into common shares of the corporation at a price of ₱0.01 per share (par value), to be issued from the unissued portion of the corporation’s authorized capital stock.
Under this is the conversion of all of its outstanding preferred shares, including any accrued dividends, into common shares at a price of ₱0.01 per share, to be offered to all preferred shareholders of every class.
It also includes the conversion of any or all bonds issued under convertible loan agreements, including accrued interest, into common shares at a price of ₱0.01 per share, to be offered to all bondholders.
As of the end of 2024, UPMC has a ₱3.06 billion deficit in retained earnings and a negative stockholders’ equity of ₱422.63 million.
UPMC’s Board of Directors will also been given the authority to negotiate with the concerned creditors, determine and approve the final terms and conditions of each conversion (including the identity of the creditors, amount of debt to be converted, conversion price, number of shares to be issued, timing, and subscription process), and to issue the corresponding shares as full payment for the converted obligations.
“The proposed advance authority will enable the Corporation to promptly implement equity restructuring initiatives as may be approved and determined by the Board, subject to applicable regulatory requirements and disclosures,” UPMC explained.
These items are being submitted for UPMC stockholders’ approval during their regular meeting, and any actual implementation will be subject to subsequent Board approval, Securities and Exchange Commission confirmation of exempt transactions, and PSE’s additional listing procedures.
