Securities and Exchange Commission Sec Form 20-Is
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4/8/2017 Information Statement CR01997-2017 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 DMCI Holdings, Inc. 3. Province, country or other jurisdiction of incorporation or organization Philippines 4. SEC Identification Number ASO95-002283 5. BIR Tax Identification Code 004-703-376 6. Address of principal office 3/F Dacon Bldg. 2281 Chino Roces Avenue, Makati City Postal Code 1231 7. Registrant's telephone number, including area code (632) 888 3000 8. Date, time and place of the meeting of security holders May 16, 2017 9:30AM Main Lounge, Manila Polo Club, McKinley Road, Forbes Park, Makati City 9. Approximate date on which the Information Statement is first to be sent or given to security holders Apr 24, 2017 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor The Management of the Corporation Address and Telephone No. 3/F Dacon Bldg. 2281 Chino Roces Avenue, Makati City / (632) 888 3000 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 http://edge.pse.com.ph/openDiscViewer.do?edge_no=3b56dbf7815c723a3318251c9257320d#sthash.NKqoh1JN.dpbs 1/2 4/8/2017 Information Statement Common 13,277,470,000 Preferred 3,780 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: Philippine Stock Exchange / Common and Preferred Shares 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. DMCI Holdings, Inc. DMC 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' Meeting May 16, 2017 Type (Annual or Special) Annual Time 9:30AM Venue Main Lounge, Manila Polo Club, McKinley Road, Forbes Park, Makati City Record Date Apr 3, 2017 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information Please find attached Definitive Information Statement under SEC Form 20-IS and the Corporation's Annual Audited Financial Statements for the period December 31, 2016. Filed on behalf by: Name Brian Lim Designation Vice President & Senior Finance Officer http://edge.pse.com.ph/openDiscViewer.do?edge_no=3b56dbf7815c723a3318251c9257320d#sthash.NKqoh1JN.dpbs 2/2 COVER SHEET A S O 9 5 0 0 2 2 8 3 SEC Registration Number D M C I H O L D I N G S , I N C . (Company’s Full Name) 3 R D F L R . D A C O N B L D G . 2 2 8 1 P A S O N G T A M O E X T . M A K A T I C I T Y (Business Address: No., Street City / Town / Province) HERBERT M. CONSUNJI 888-3000 Contact Person Company Telephone Number 1 2 3 1 SEC Form 20-IS 0 5 1 6 Definitive Information Statement Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N.A. Secondary License Type, If Applicable C F D None 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 STAMPS Remarks: Please use BLACK ink for scanning purposes Page 1 of 41 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Corporation as specified in its charter: DMCI Holdings, Inc. 3. Province, country or other jurisdiction of incorporation or organization: Philippines 4. SEC Identification Number: ASO95-002283 5. BIR Tax Identification Code: 004-703-376 6. Address of principal office Postal Code: 3rd Floor, Dacon Building 2281 Don Chino Roces Avenue 1231 Makati City Metro Manila 7. Corporation’s telephone number, including area code: (632) 888-3000 8. Date, time and place of the meeting of security holders: May 16, 2017, Tuesday 9:30 A.M. Main Lounge, Manila Polo Club McKinley Road, Forbes Park Makati City 9. Approximate date on which the Information Statement is first to be sent or given to security holders: April 24, 2017 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor: The Management of the Corporation Address and Telephone No.: 3rd Floor, Dacon Building 2281 Don Chino Roces Avenue 1231 Makati City Metro Manila (632) 888-3000 Page 2 of 41 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 No. of Shares Outstanding Amount Common Shares 13,277,470,000 Php13,277,470,000.00 Preferred Shares 3,780 3,780.00 TOTAL 13,277,473,780 Php13,277,473,780.00 12. Are any or all of Corporation’s Securities Listed with the Philippine Stock Exchange? Yes (√) No ( ) Page 3 of 41 PART I INFORMATION REQUIRED IN INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. Date, Time and Place of Meeting The enclosed proxy is solicited for and on behalf of the Management of DMCI HOLDINGS, INC. (hereinafter called the “Corporation”) for use in connection with the annual meeting of the stockholders to be held on May 16, 2017 (Tuesday), at 9:30 A.M. at the Main Lounge, Manila Polo Club, McKinley Road, Forbes Park, Makati City. The definitive information statement and form of proxy will be sent to the stockholders of record as of April 3, 2017 (the “Record Date”) on or before April 24, 2017. The matters to be considered and acted upon at such meeting are referred to in the Notice and are more fully discussed in this statement. The complete mailing address of the Corporation is: 3rd Floor, Dacon Building 2281 Don Chino Roces Avenue 1231 Makati City Metro Manila, Philippines Item 2. Dissenter’s Right of Appraisal The proposed corporate actions to be voted upon by the stockholders at the May 16, 2017 annual meeting are not among the items provided in Section 81 of the Corporation Code of the Philippines, with respect to which a dissenting stockholder may exercise his appraisal right. Thus, the dissenter’s right of appraisal as provided under Section 81 of the Corporation Code of the Philippines is not applicable in any of the matters to be voted upon by the stockholders. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon No director, officer, nominee for director, or associate of any of the foregoing, has any substantial interest, direct or indirect, by security holdings or otherwise, on any matter to be acted upon, other than election to office. No director has informed the Corporation in writing of any intention to oppose any action to be taken during the meeting. B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders thereof (a) As of February 28, 2017, the Corporation has the following outstanding shares: Page 4 of 41 Common shares (voting) 13,277,470,000 shares* *Of the total outstanding common shares, 1,191,504,484 common shares representing 14.40% of the outstanding common shares are owned by foreign shareholders. (b) The Record Date for the Annual Stockholders’ Meeting is on April 3, 2017. Only the holders of Common Shares as of the Record Date shall be entitled to vote on the following matters to be submitted for stockholders’ approval: (i) approval of the minutes of the previous meeting, (ii) approval of the Management Report for the year ending December 31, 2016; (iii) ratification of all acts of the Board of Directors and officers during the previous year, (iv) appointment of the independent auditor, and (v) election of directors. (c) In the election of directors, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of common shares of stock standing in his name as of Record Date. A stockholder entitled to vote may vote such number of shares for as many persons as there are directors to be elected, or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit. Provided, that the total number of votes cast by a stockholder shall not exceed the number of shares owned by him as shown in the books of the Corporation multiplied by the whole number of directors to be elected. Pursuant to the provisions of Article III, Section 3 of the Amended By-Laws of the Corporation, all nominations for the election of directors shall be submitted in writing to the Board of Directors, with the consent of the nominees, at least sixty (60) days before the scheduled annual stockholders’ meeting.