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2016 Annual Report 2016 23% 23% 4% 2% US$ Millions 48% 23 Stock Code: 142 Annual Report 2016 Creating Long-term Value in Asia Corporate Profile First Pacific is a Hong Kong-based investment management and holding company with operations located in Asia-Pacific. Our principal business interests relate to telecommunications, consumer food products, infrastructure and natural resources. First Pacific portfolio has a balance of more mature assets in PLDT Inc. (“PLDT”) and PT Indofood Sukses Makmur Tbk (“Indofood”) which deliver steady dividend flows allowing investment for growth in Metro Pacific Investments Corporation (“MPIC”), Goodman Fielder Pty Limited (“Goodman Fielder”), Philex Mining Corporation (“Philex”), PacificLight Power Pte. Ltd. (“PLP”) and Roxas Holdings, Inc. (“RHI”). PLDT is the dominant telecommunications provider in the Philippines and Indofood is the largest vertically integrated food company in Indonesia. MPIC is the Philippines’ largest infrastructure investment management and holding company with investments in the Philippines’ largest electricity distributor, toll road operator, water distributor, hospital group and rail, as well as the largest electricity generator in the Visayas region of the Philippines. Goodman Fielder is a leading food company in Australasia. Philex is one of the largest metal mining companies in the Philippines, producing gold, copper and silver. PLP is the operator of one of Singapore’s most efficient gas-fired power plants and RHI runs an integrated sugar and ethanol businesses in the Philippines. Listed in Hong Kong, First Pacific’s shares are also available for trading in the United States through American Depositary Receipts. As at 28 March 2017, First Pacific’s economic interest in PLDT is 25.6%, in Indofood 50.1%, in MPIC 42.0%, in FPW Singapore Holdings Pte. Ltd. (“FPW”) 50.0%, in Philex 31.2%(1), in FPM Power Holdings Limited (“FPM Power”) 67.8%(2) and in FP Natural Resources Limited (“FP Natural Resources”) 79.4%(3). (1) Two Rivers Pacific Holdings Corporation (“Two Rivers”), a Philippine affiliate of First Pacific, holds additional 15.0% and 7.7% economic interests in Philex and PXP Energy Corporation (“PXP”), respectively. (2) Includes a 7.8% effective economic interest in FPM Power held by First Pacific through its indirect interests in Manila Electric Company (“Meralco”). (3) Includes a 9.4% effective economic interest in FP Natural Resources held by First Pacific through its indirect interests in Indofood Agri Resources Ltd. (“IndoAgri”). FP Natural Resources holds 26.8% in RHI, and its Philippine affiliate First Agri Holdings Corporation (“FAHC”) holds an additional 32.9% economic interest in RHI and a 100.0% economic interest in First Coconut Manufacturing Inc. (“FCMI”). First Pacific’s principal investments are summarized on pages 237 and 238. Our Mission Our Investment Criteria Our Strategies Within these sectors, our are clear: are threefold: mission is to unlock value in our investee companies by: Investments must be related to our Identify undervalued or areas of expertise and experience underperforming assets with strong Delivering dividend/distribution (telecommunications, consumer food growth potential and possible returns to shareholders; products, infrastructure and natural synergies; resources); Delivering share price/value Manage investments by setting appreciation of First Pacifi c and the Investee companies must have a strategic direction, developing investee companies; and strong or dominant market position business plans and defi ning targets; in their sectors; and Making further investment in our businesses. They must possess the potential for Raise standards to world-class levels signifi cant cash fl ows; and at the investee companies. We must obtain management control or signifi cant infl uence to ensure our goals can be met. Contents Inside Front Corporate Profi le 63 Corporate Governance Report 2 35 Years’ Journey 63 Governance Framework 4 Ten-year Statistical Summary 73 Communications with Shareholders 6 Financial Highlights 75 Continuing Connected Transactions and 8 Review of Operations Connected Transactions 8 First Pacifi c 86 Risk Management and Internal Control 12 PLDT 89 Remuneration Policy 17 Indofood 90 Financial Review 22 MPIC 90 Financial Performance and Position 28 FPW/Goodman Fielder 92 Liquidity and Financial Resources 31 Philex 97 Financial Risk Management 36 FPM Power/PLP 101 Adjusted NAV Per Share 38 FP Natural Resources/RHI/FCMI 102 Statutory Reports, Consolidated Financial Statements and 41 Chairman’s Letter Notes to the Consolidated Financial Statements 42 Managing Director and Chief Executive Offi cer’s Letter 234 Glossary of Terms 44 Board of Directors and Senior Executives 236 Information for Investors 51 Corporate Social Responsibility Report 237 Summary of Principal Investments Inside Back Corporate Structure First Pacifi c Annual Report 2016 1 First Pacific has grown from a small Hong Kong office with only six members in 1981 to a thriving 35 group of companies with over years’ journey 125,000* employees in 2016. 1981 1989 1998 First Pacific Finance Limited Acquired a controlling interest in With the Asian crisis, First Pacific was founded as a financial Imagineering Australia thereafter restructured and refocused in services provider in Hong Kong named Tech Pacific Asia with core investments in (deposit-taking company or aka leading companies in telecoms, finance house). Start-up capital 1992 consumer food products and was HK$7 million (US$0.9 million) Acquired Far East Bank and infrastructure sectors with a total staff of six (6) in a merged it with Hong Nin Bank, 500 square feet (50 square meters) renamed and listed as First Pacific office in Central, Hong Kong. Bank in Hong Kong Original name was Overseas Union Finance Limited (OUF) 1988-1996 First Pacific showed significant 1982-1987 growth in marketing and Acquired Hibernia Bank in distribution, property and banking San Francisco, a controlling interest divisions; and pioneered in in Hagemeyer, the Netherlands, regional telecoms investments 1998-2000 invested in Berli Jucker in Thailand, Acquired PLDT in the Philippines First Pacific Davies in Hong Kong, 1993-1996 and Indofood in Indonesia. United Savings Bank in California, Concluded acquisition of Smart Smart Communications launched Hong Nin Bank in Hong Kong and by PLDT founded Metro Pacific Corporation cellular services in the Philippines. in the Philippines NTT of Japan invested in Smart Communications as a strategic investor. Acquired PDCP Bank and 1988 First e-Bank in the Philippines First Pacific Holdings and First Pacific International merged to Invested in GSM networks in form the currently listed First China’s Fujian Province, Shenzhen, Pacific Company (using Shanghai Dongguan and Huizhou and in Land of the Kadoorie Family as the Taiwan’s Tuntex Telecom, rolled out listed shell) GSM mobile networks in India 2006 through Escotel Relisted MPIC as an infrastructure First investment in telecoms with company the purchase of a 50% interest in Pacific Link, Hong Kong. Acquired 1996 Dragon Seed Department Store First Pacific became a constituent in Hong Kong, set up retail of the Hang Seng Index operations (System One for electronic appliances and Sports Authority for sporting goods) * Includes employees at PLDT, Meralco, Goodman Fielder and Philex. 2First Pacifi c Annual Report 2016 2007 2011 2014 Increased investment in PLDT. Increased investments in telecoms First Pacific sold its 75.0% interest Invested in water distribution through PLDT’s acquisition of Digitel, in FPM Infrastructure to MPIC, lifted (Maynilad) and hospital (Makati in Meralco through Beacon Electric, MPIC stake in Don Muang Tollway Medical Center) through MPIC. Listed in hospitals through MPIC. Listed to 29.45% Indofood’s plantations businesses natural resources businesses through through IndoAgri. IndoAgri acquired Philex Petroleum (oil and gas Lonsum (plantations) exploration) and SIMP (plantations) 2015 First Pacific acquired 50.0% of Goodman Fielder 2008 2012 First Pacific made its first investments Increased investments in Meralco FP Natural Resources (First Pacific in mining (Philex), and in toll roads through Beacon Electric (PLDT and and IndoAgri) and its Philippine (MPTC) through MPIC. MPIC MPIC), in Philippine Hydro (PH) Inc. affiliate increased investment in increased investment in Maynilad. through Maynilad, in CAVITEX Roxas Holdings to 50.9% Indofood added dairy business through MPTC, in hospital through through the acquisition of Indolakto MPIC, in consumer products through Indofood, in plantation through IndoAgri, SIMP and Lonsum 2016 Metro Pacific Holdings, Inc. 2009 (“MPHI”, a Philippine affiliate of Invested in electricity distribution First Pacific) sold 4.1% diluted (Meralco) through PLDT and MPIC. 2013 interest in MPIC to GT Capital Increased investment in Philex FPM Infrastructure (First Pacific Holdings, Inc. (“GT Capital”) and and MPIC) acquired 29.45% of subscribed newly issued Class A Don Muang Tollway voting preferred shares in MPIC. Post transactions, MPHI holds a voting interest in MPIC of 55.0% and an economic interest of 42.0% 2010 Increased investments in Meralco FP Natural Resources (First Pacific through Beacon Electric (PLDT and and IndoAgri) acquired 34.0% of MPIC), in hospitals through MPIC Roxas Holdings and in Philex. Listed Indofood’s MPIC expanded its power portfolio consumer branded products FPM Power (First Pacific and by increasing its interest in Beacon businesses through ICBP Meralco) acquired 70.0% of Electric to 75.0% from 50.0% and PacificLight Power invested
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