Beruflich Dokumente
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some fifty-five thousand (55,000) of its highly delinquent NPLs, NHMFC obtained
approval from the Office of the President of the Philippines to incorporate the
Corporation as a vehicle for holding on to the NPLs and to serve as an eventual entry
point for other investors; that in light of the Presidential approval, the Corporation
was incorporated with the Securities and Exchange Commission with an authorized
capital stock of Two Hundred Million Pesos (P200,000,000.00) divided into Two
Hundred Thousand (200,000) common shares with a par value of One Hundred Pesos
(P100.00) per share and One Hundred Eighty Thousand (180,000) redeemable
preferred shares with a par value of (P1,000.00) per share; that out of the
Corporation's authorized capital stock of Two Hundred Million Pesos
(P200,000,000.00), Forty-Nine Thousand (49,000) common shares with a par value of
Four Million Nine Hundred Thousand Pesos (P4,900,000.00) and Fifty-Eight
Thousand (58,000) redeemable preferred shares with a par value of Fifty-Eight
Million Pesos (P58,000,000.00) have been subscribed and fully paid by NHMFC; that
in full payment of its subscription, NHMFC executed a Deed of Assignment dated 13
December 2004 assigning the NPLs with an aggregate book value of approximately
Thirteen Billion Four Hundred Fifty Three Million Eight Hundred Six Thousand Five
Hundred Sixty Two Pesos and Sixty Centavos (P13,453,806,562.60) (hereinafter
referred to as the "Receivables") at an aggregate transfer value of Five Billion One
Hundred Twenty-Three Million Two Hundred Nine Thousand Five Hundred
Thirty-Nine Pesos and Five Centavos (P5,123,209,539.05) in favor of the
Corporation. On 18 May 2005, NHMFC and the Corporation executed an Amended
Deed of Assignment of Receivables to reflect mathematical adjustments made with
respect to the number and value of the mortgage loan receivables resulting in a
reduction of the book value of the receivables from P13,453,806,562.60 to
P12,837,966,661.00 and an increase in the transfer value of such mortgage loan
receivables to PhP5,172,936,190.00 instead of PhP5,123,209,539.05. Thus, pursuant
to the Deed of Assignment of Receivables dated as of 13 December 2004 and
following the execution of the Amendment to Deed of Assignment of Receivables
dated as of 18 May 2005, the Corporation issued the following equity and debt
instruments in favor of NHMFC in exchange for the Receivables:
a.
Equity
Type of Stock
Preferred
Common
Total
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Paid-in
Premium
b.
Debt
Instrument
Issue Value
3,103,761,714.00
1,055,278,982.76
262,544,745.69
4,421,585,442.45
After the transfer by the NHMFC of the Receivables in exchange for the
above-described equity and debt instruments, the outstanding capital stock of the
Corporation is as follows:
Name of Shareholder
No. of
Shares
Par Value
Per share
Amount
Paid-Up
Premium
58,000
1,000.00
P58,000,000.00
P688,450,747.55
48,995
100.00
P4,899,500.00
100%
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
4,900,000.00
0
0
0
0
0
Total Common
1
1
1
1
1
49,000
100%
Grand Total
107,000
P62,900,000.00
P688,450,747.55
100%
Preferred Shares
National Home
Mortgage and Finance
Corporation
Common Shares
National Home
Mortgage and Finance
Corporation
Voting
Power
and that in support of your request, you submitted to this office copies of the
following documents: (1) BIR Form No. 0605 evidencing payment of the filing fees;
(2) Deed of Assignment of the Receivables executed by and between NHMFC and the
Corporation dated 13 December 2004; (3) Amended Deed of Assignment of
Receivables executed by and between NHMFC and the Corporation dated 18 May
2005; (4) certified list of the Receivables to be transferred; (5) A certification as to the
original or historical cost or acquisition/adjusted cost basis of the Receivables; (6)
Articles of Incorporation and By-Laws of the Corporation as filed with the Securities
and Exchange Commission; and (7) Audited Financial Statements of NHMFC as of
December 31, 2003.
In reply, please be informed that pursuant to Section 40(C)(2) and (6)(c) of the
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b.
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The transferor must file with its income tax return for the taxable year in
which the exchange transaction was consummated, a complete
statement of all facts pertinent to the exchange, including:
1.
2.
3.
4.
The fair market value per share of each class at the date of the
exchange.
On the other hand, the transferee corporation must file with its income
tax return for the taxable year in which the exchange was consummated
the following:
1.
2.
3.
b.
c.
documentary stamp tax at the rate of P1.00 for every P200.00, or a fractional part
thereof, of the par value of the shares issued pursuant to Section 174 of the Tax Code,
as amended by Republic Act No. 9243, which shall attach upon issuance by the SEC
of Balikatan's Certificate of Incorporation.
(4) The documentary stamp tax due on the issuance of the Senior Debt
Instrument, Series "A" Subordinated Debt Instrument, Series "B" Subordinated Debt
Instrument and the Additional Senior and Subordinated Debt Instruments by Balikatan
shall be subject to P1.00 for every P200.00, or a fractional part thereof, of the issue
value of the debt instruments pursuant to Section 179 of the Tax Code, as amended by
Republic Act No. 9243. However, the subsequent assignment, transfer or amendment
of such debt instruments by NHMFC shall not be subject to DST provided that there
is no increase in the amount or change in the maturity date from that of the original
instrument pursuant to Section 199(f) of the Tax Code of 1997, as amended by
Republic Act No. 9243.
ADTCaI
This ruling is being issued on the basis of the foregoing facts as represented.
However, if upon investigation, it will be ascertained that the facts are different and/or
any of the requirements imposed in this letter is not complied with, then this ruling
shall be considered null and void.
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