The transfer of shares is part of Unioil’s reorganization plan aimed at wiping its capital deficiency amounting to P133.34 million.
Under the plan, Unioil will transfer all of its shares in Wincorp to a new wholly-owned subsidiary which will have an authorized capital of P400,000, divided into 40 million shares with a par value of P0.01 per share.
Unioil said the assignment to the new company of Wincorp shares is scheduled on Feb. 26, pending finalization on the actual asset and liability values of Wincorp which is currently being undertaken by the external auditor.
Until full due diligence is done, no transfer of shares can be effected, Unioil said.
Wincorp will hold a special stockholders meeting on Jan. 27 wherein the matter of the transfer of the shares to the new company will be submitted for approval.
Before such transfer, the plan also calls for the reduction of Wincorp’s authorized capital stock from P2 billion to P20 million and par value per share from P1 to P0.01.
Thereafter, Unioil will distribute all of the shares of the new company to then-existing Unioil shareholders at a ratio of one share for every 100 Unioil shares held. Stockholders of Unioil would effectively become the owners of Wincorp and their stakes would be proportionate to their stakes in the parent firm.
The Unioil board said it is in the best interest of the company and its shareholders to undertake the spin-off as this would allow Unioil and Wincorp to address their particular business needs and capital on their respective business opportunities.
Unioil is a listed local corporation organized primarily to engage in the exploration and development of petroleum and other mineral products. Through the years, Unioil has transformed itself from a gas and oil exploration and development company into a holding company engaged primarily in investment banking and other related concerns like equity and quasi-equity fund mobilization.