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SEC Form 20-IS Preliminary 2020

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SEC Form 20-IS Preliminary 2020 COVER SHEET for SEC FORM 20-IS SEC Registration Number A S 0 9 4 - 0 0 0 0 8 8 Company Name S M P R I M E H O L D I N G S , I N C . A N D S U B S I D I A R I E S Principal Office (No./Street/Barangay/City/Town/Province) 1 0 t h F l o o r , M a l l o f A s i a A r e n a A n n e x B u i l d i n g , C o r a l W a y c o r . J . W . D i o k n o B l v d . , M a l l o f A s i a C o m p l e x , B r g y . 7 6 , Z o n e 1 0 , C B P - 1 A , P a s a y C i t y 1 3 0 0 Form Type Department requiring the report Secondary License Type, If Applicable 2 0 - I S COMPANY INFORMATION Company’s Email Address Company’s Telephone Number/s Mobile Number 8831-1000 Annual Meeting Fiscal Year No. of Stockholders Month/Day Month/Day 2,395 December 31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number John Nai Peng C. Ong [email protected] 8831-1000 Contact Person’s Address 10 th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, 1300 Note : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated. Annex A Rationale for Agenda Items: Agenda Item No. 3: Approval of Minutes of the Annual Stockh olders’ Meeting Held on June 15 , 2020 The draft minutes of the annual stockholders’ meeting held on June 15, 2020 were posted on the Company’s website within twenty-four (24) hours from adjournment of the meeting. These minutes are subject to stockholders’ approval during this year’s meeting. Agenda Item No. 4: Approval of Annual Report for the Year 2020 The Company’s 2020 performance has been duly summarized in the Annual Report, which also contains the Audited Financial Statements (AFS) of the Company for the year ended 31 December 2020. The AFS, as audited by the external auditor Sycip Gorres Velayo & Co. (SGV&Co.) which expressed an unqualified opinion therefor, have been reviewed and approved by the Audit Committee and the Board of Directors of the Company. Any stockholder who would like to receive a hard or soft copy of the 2020 Annual Report may do so through the Comp any’s Inv estor Relations Office. The 2020 Annual Report is also posted on the Company’s website. Agenda Item No. 5: General ratification of the acts of the Board of Directors, Board Committees and the Management from the Date of the Last Annual Stockhol ders’ Meeting up to the Date of this Meeting The Company’s performance in 2020 , as detailed in the Annual Report, is attributed to the strategic directions and key policies set by the Board of Directors which were effectively executed and complied with by Management in conformance with good corporate governance and ethical best practices. The ratification of the acts undertaken by the Board of Directors, Board Committees, and Management is sought for this meeting. Agenda Item No. 6: Election of Directors for 2021-2022 The profiles of nominees will be posted on the Company’s website as soon as the Final List of Candidates or Nominees is available at the end of the nomination process. Directors for 2021-2022 will be elected during this stockholders’ meeting. Agenda Item No. 7: Appointment of External Auditor With the endorsement of the Audit Committee, the Board approved the reappointment of SGV&Co. as the Com pany’s external auditor for 2021 . SGV&Co. is one of the top auditing firms in the country and is duly accredited with the Securities and Exchange Commission. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE a. Check the appropriate box: [] Preliminary Information Statement [] Definitive Information Statement 2. Name of Registrant as specified in its charter SM PRIME HOLDINGS, INC. 3. PHILIPPINES Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number AS094-000088 5. BIR Tax Identification Code 003-058-789 6. 10 th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines 1300 Address of principal office Postal Code 7. Registrant’s telephone number, including area code (632) 8831-1000 8. April 20, 2021, 2:30 P.M. (via Remote Communication) Date, time and place of the meeting of security holders 9. Approximate date on which the Information Statement is first to be sent or given to security holders: March 23, 2021 10. 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 or Amount of Debt Outstanding Common shares 28,879,231,694 11. Are any or all of registrant’s securities listed in a Stock Exchange? Yes __ ___ No _______ If yes, disclose the name of such Stock Exchange and the class of securities listed therein: Philippine Stock Exchange Common shares 2 PART I. INFORMATION REQUIRED IN INFORMATION STATEMENT a. BUSINESS AND GENERAL INFORMATION ITEM 1. Date, Time and Place of Meeting of Security Holders (a) Date : April 20, 2021 (via Remote Communication) Time : 2:30 p.m. Place : N/A Mailing : SM Prime Holdings, Inc. Address 10 th Floor, Mall of Asia Arena Annex Building of Registrant Coral Way cor. J.W. Diokno Blvd. Mall of Asia Complex Brgy. 76, Zone 10, CBP-1A, Pasay City 1300 (b) Approximate date on which the Information Statement will be sent or given to the stockholders is on March 23, 2021. Statement that proxies are not solicited WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Voting Securities The record date for purposes of determining the stockholders of SM Prime Holdings, Inc. (SMPH or the Company ) entitled to notice of, and to vote, during the Annual Stockholders’ Meeting is March 22, 2021 (Record Date ). The total number of shares outstanding and entitled to vote in the meeting is 28,879,231,694 shares (net of 4,287,068,381 treasury shares). Stockholders are entitled to cumulative voting in the election of the board of directors, as provided under Section 23 of the Revised Corporation Code. In light of the community quarantine imposed over various areas of the country and to ensure the safety and welfare of stockholders and everyone involved, the 2021 Annual Stockholders’ Meeting will be conducted virtually, and will be broadcasted via livestreaming accessible to registered stockholders. Registration details can be found at www.smprime.com/annual-stockholders-meeting . The Company will record the proceedings and maintain a copy with the office of the Corporate Secretary. The Board of Directors, therefore, in its meeting held on February 15, 2021, adopted resolutions allowing stockholders to participate in the Annual Stockholders’ Meeting via remote communication, and to exercise their right to vote in absentia. Stockholders as of Record Date must inform the Corporate Secretary of their intention to participate in the meeting via remote communication and to vote in absentia by registering at asmregister.smprime.com on or before April 17, 2021 (Saturday) , subject to the verification and validation by the Corporate Secretary. Stockholders who registered shall be considered present for purposes of quorum for the meeting. Voting will be made through the Company’s secure online voting facility, accessible only to registered and verified stockholders in order to protect the integrity and secrecy of votes cast. 3 The detailed guidelines for participation and voting for this meeting are set forth in the “ Guidelines for Participation via Remote Communication and Voting in Absentia ” appended as Annex to this Information Statement. ITEM 2. Dissenters' Right of Appraisal SMPH respects and upholds the inherent rights of shareholders under the law. The Company recognizes that all shareholders should be treated fairly and equally whether they be controlling, majority or minority, local or foreign. Pursuant to Section 80 of the Revised Corporation Code of the Philippines, a stockholder has the right to dissent and demand payment of the fair value of his shares under the following instances: (a) In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence. (b) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Revised Corporation Code; and, (c) In case of merger or consolidation; and (d) In case of investment of corporate funds for any purpose other than the primary purpose of the corporation The procedure for the exercise by a dissenting stockholder of his appraisal right is as follows: (a) A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right.
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