PHI Group Designates Preferred Stock to Prepare for the Closing of Vinafilms Acquisition

New York, NY, Sept. 27, 2018 (GLOBE NEWSWIRE) -- PHI Group, Inc. () (OTCQB: PHIL), a U.S. diversified holding company focused on mergers and acquisitions and investments in select industries and special situations, today announced that the Company has filed a Certificate of Amendment to Certificate of Designation with the Nevada Secretary of State to Designate Class A Series III Cumulative Convertible Redeemable Preferred Stock of PHI Group, Inc. to prepare for the closing of the acquisition of 51% of Vinafilms Joint Stock Company ().

According to the filed Certificate of Amendment to Certificate of Designation, the Company has designated 50 million shares of the previously authorized 100 million shares of Preferred Stock as Class A Series III Cumulative Convertible Redeemable Preferred Stock with the following features:

Total number of shares: 50 million shares Class A Series III Cumulative Convertible Redeemable Preferred Stock.

Dividends: Each holder of Class A Series III Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per annum, payable semi-annually.

Conversion: The entire Class A Series III Preferred Stock may be convertible into eighty percent (80%) of American Pacific Plastics, Inc.’s Common Stock which will have been issued and outstanding immediately after such conversion or exchange on a pro rata basis.

Redemption rights: The Company, after a period of two years from the date of issuance, may at any time or from time to time redeem the Class A Series III Preferred Stock, in whole or in part, at the option of the Company’s Board of Directors, at a price equal to one hundred twenty percent (120%) of the original purchase price or value of the Class A Series III Preferred Stock, plus any accumulated and unpaid dividends to the date fixed for redemption.

Voting rights: Class A Series III Preferred Stock shall have no voting rights.

According to the Stock Swap Agreement dated September 20, 2018 between the Company and Vinafilms’ majority shareholder, PHI Group will issue 50 million shares of its Class A Series III Preferred Stock in exchange for 51% of Vinafilms JSC. This transaction is scheduled to close by the end of September 2018.

Vinafilms has been in business for more than 13 years and, in accordance with its audited annual report containing financial statements for the fiscal year 2017, generated about $25 million in revenues and $765,000 in EBITDA in 2017. It has recently installed a new German-made plastic film processing system and will add two more of these to meet the growing demand for its products. It also plans to enter a joint venture with a leading local plastic bag manufacturing company with an aim to bring combined revenues to over $150 million per year by the end of 2019. PHI Group’s management believes the acquisition of Vinafilms, subject to the Company meeting compliance standards, could place PHIL in a position to uplist to the Nasdaq Stock Market in the very near future.

PHI Group has engaged Grant Thornton Vietnam Ltd. (.) to conduct an independent valuation to determine the fair-market value of Vinafilms and will use its wholly owned subsidiary American Pacific Plastics, Inc. as the special-purpose vehicle to hold the 51% acquisition interest.

Henry Fahman, Chairman and CEO of PHI Group, stated: “We believe by using Class A Series III Preferred Stock we will be able to avoid dilution of our Common Stock and at the same time capitalize on the consolidated operating results from this acquisition which should have very favorable impact on our company going forward.”

About PHI Group, Inc.

PHI Group () primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. ().

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