Securities and Exchange Commission Sec Form 20-Is
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CR03839-2015 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: Preliminary Information Statement Definitive Information Statement 2. Name of Registrant as specified in its charter ROBINSONS RETAIL HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization Philippines 4. SEC Identification Number A200201756 5. BIR Tax Identification Code 216-303-212-000 6. Address of principal office 110 E. Rodriguez, Jr. Avenue, Bagumbayan, Quezon City, Metro Manila Postal Code 1110 7. Registrant's telephone number, including area code (632) 635-0751 8. Date, time and place of the meeting of security holders July 16, 2015, 4:00 P.M., Ruby Ballroom, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Avenue, Quezon City, Metro Manila 9. Approximate date on which the Information Statement is first to be sent or given to security holders Jun 18, 2015 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor N/A Address and Telephone No. N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common shares 1,385,000,000 13. Are any or all of registrant's securities listed on a Stock Exchange? Yes No If yes, state the name of such stock exchange and the classes of securities listed therein: Robinsons Retail Holdings, Inc.’s common stock is listed on the Philippine Stock Exchange. The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party. Robinsons Retail Holdings, Inc. RRHI PSE Disclosure Form 17-5 - Information Statement for Annual or Special Stockholders' Meeting References: SRC Rule 20 and Section 17.10 of the Revised Disclosure Rules Date of Stockholders' Jul 16, 2015 Meeting Type (Annual or Annual Special) Time 4:00 P.M. Ruby Ballroom, Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Venue Avenue, Quezon City, Metro Manila Record Date Jun 11, 2015 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information Please see attached Definitive Information Statement of Robinsons Retail Holdings, Inc. in connection with the annual meeting of the stockholders to be held on July 16, 2015. Filed on behalf by: Name Rosalinda Rivera Designation Corporate Secretary COVER SHEET A 2 0 0 2 0 1 7 5 6 SEC Registration Number R O B I N S O N S R E T A I L H O L D I N G S , I N C . (Company’s Full Name) 1 1 0 E . R O D R I G U E Z , J R . A V E N U E , B A G U M B A Y A N , Q U E Z O N C I T Y , M E T R O M A N I L A (Business Address: No. Street City/Town/Province) Atty. Rosalinda F. Rivera 633-7631 Corporate Secretary (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S Fourth Thursday of June Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) Definitive Information Statement Issuer of Securities under SEC-MSRD No. 37, Series of 2013 (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. ROBINSONS RETAIL HOLDINGS, INC. (the “Corporation”) ANNUAL MEETING OF STOCKHOLDERS JULY 16, 2015 EXPLANATION OF AGENDA ITEMS FOR STOCKHOLDERS’ APPROVAL Reading and approval of the Minutes of the Annual Meeting of the Stockholders held on June 25, 2014 Copies of the minutes will be distributed to the stockholders before the meeting and will be presented to the stockholders for approval. Presentation of annual report and approval of financial statements for the preceding year The annual report and the financial statements for the preceding fiscal year will be presented to the stockholders for approval. Election of Board of Directors The incumbent members of the Board of Directors of the Corporation are expected to be nominated for re-election this year. A brief description of the business experience of the incumbent directors is provided in the Information Statement sent to the stockholders. The members of the Board of Directors of the Corporation shall be elected by plurality vote. Election of External Auditor The Corporation’s external auditor is SyCip Gorres Velayo & Co. and will be nominated for reappointment for the current fiscal year. Ratification of all acts of the Board of Directors and its committees, officers and management since the last annual meeting The acts of the Board of Directors and its committees, officers and management of the Corporation since the last annual stockholders’ meeting up to the current stockholders’ meeting will be presented to the stockholders for ratification. Consideration of such other matters as may properly come during the meeting The Chairman will open the floor for comments and questions by the stockholders. The Chairman will decide whether matters raised by the stockholders may be properly taken up in the meeting or in another proper forum. Date, Time and Place of Meeting of Security Holders Date Time and Place of Meeting : July 16, 2015 4:00 P.M. Ruby Ballroom Crowne Plaza Manila Galleria Ortigas Avenue corner Asian Development Bank Avenue Quezon City, Metro Manila Complete Mailing Address of Principal Office : 110 E. Rodriguez, Jr. Avenue, Bagumbayan, Quezon City, Metro Manila Approximate date on which the Information : June 18, 2015 Statement is first to be sent or given to security holders Dissenters’ Right of Appraisal Any stockholder of the Corporation may exercise his appraisal right against the proposed actions which qualify as instances giving rise to the exercise of such right pursuant to and subject to the compliance with the requirements and procedure set forth under Title X of the Corporation Code of the Philippines. There are no matters to be acted upon by the stockholders at the Annual Meeting of the Stockholders to be held on July 16, 2015 which would require the exercise of the appraisal right. Interest of Certain Persons in or Opposition to Matters to be acted upon None of the following persons have any substantial interest, direct or indirect, in any matter to be acted upon other than election to office: 1. Directors or officers of the Corporation at any time since the beginning of the last fiscal year; 2. Nominees for election as directors of the Corporation; 3. Associate of any of the foregoing persons. Voting Securities and Principal Holders Thereof (a) The Corporation has 1,385,000,000 outstanding shares as of April 30, 2015. Every stockholder shall be entitled to one vote for each share of stock held as of the established record date. (b) All stockholders of record as of June 11, 2015 are entitled to notice and to vote at the Corporation’s Annual Meeting of Stockholders. (c) Section 9, Article VI of the By-Laws of the Corporation states that, for purposes of determining the stockholders entitled to notice or to vote or be voted for at any meeting of the stockholders or any adjournments thereof, or entitled to receive payment of any 2 dividends or other distribution or allotment of any rights, or for the purpose of any other lawful action, or for making any other proper determination of stockholders, the Board of Directors may provide that the stock and transfer books be closed for a stated period, which shall not be more than sixty (60) days nor less than thirty (30) days before the date of such meeting. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders. A determination of stockholders of record entitled to notice of or to vote or be voted for at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Election of Directors Section 1.1, Article II of the By-Laws of the Corporation provides that the directors of the Corporation shall be elected by plurality vote at the annual meeting of the stockholders for that year at which a quorum is present. At each election for directors, every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates. The report attached to this SEC Form 20-IS is the management report to stockholders required under SRC Rule 20 to accompany the SEC Form 20-IS and is hereinafter referred to as the “Management Report”.