METRO PACIFIC INVESTMENTS CORPORATION
April 15, 2014
SECURITIES & EXCHANGE COMMISSION
Corporate Governance & Finance Department S.E.C. Building, EDSA Mandaluyong City
PHILIPPINE STOCK EXCHANGE
Disclosure Department 3/F PSE Plaza Ayala Triangle Ayala Avenue, Makati City
Attention:
DIR. JUSTINA F. CALLANGAN
Corporate Governance & Finance Department
MS. JANET ENCARNACION
Head, Disclosure Department
In accordance with the requirements of the Exchange, we are submitting through EDGE, a copy of SEC Form 20 – Preliminary Information Statement, as filed with the Securities and Exchange Commission, in respect of the Annual General Meeting of the Stockholders of Metro Pacific Investments Corporation scheduled on May 30, 2014.
Very truly yours,
MELODY M. DEL ROSARIO
Vice President PR and Corporate Communications
METRO PACIFIC INVESTMENTS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Please be advised that the Annual Meeting of the stockholders of METRO PACIFIC INVESTMENTS CORPORATION will be held on Friday, 30th day of May 2014, at the Ground Floor, Rigodon Ballroom, Manila Peninsula Hotel, Ayala Avenue corner Makati Avenue, Makati City 1226 Philippines for the following purposes:
1. To consider and adopt the Audited Financial Statements for the year ended 31st
December 2013 contained in the Annual Report
2. To ratify all acts of the Board of Directors and Management for the year 2013 3. To elect the Directors and Independent Directors of the Company for the ensuing year 4. To appoint the external auditor of the Company for the year 2013 5. To transact such other business as may properly come before the meeting and at any adjournment thereof.
The Board of Directors has fixed the close of business on the 30th day of April 2014, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual
Stockholders’ Meeting.
Very truly yours, ANTONIO A. PICAZO Corporate Secretary Makati City
METRO PACIFIC INVESTMENTS CORPORATION
2014
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
INFORMATION STATEMENT
SEC FORM 20-IS
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
INFORMATION STATEMENT PURSUANT TO SECTION 20
OF THE SECURITIES REGULATION CODE
1. Check the appropriate box:
[X] Preliminary Information Statement [ ] Definitive Information Statement
2. Name of Registrant as specified in its charter METRO PACIFIC INVESTMENTS CORPORATION
3. PHILIPPINES
Province, country or other jurisdiction of incorporation or organization
4. SEC Identification Number CS200604494 5. BIR Tax Identification Code 244-520-457-000
6. 10th Floor, MGO Building, Legazpi corner Dela Rosa Streets, Legaspi Village, Makati City
1200 Philippines
Address of principal office and postal Code
7. Registrant’s telephone number, including area code (63) 2 888-0888
8. Date, time and place of the meeting of security holders: 30th of May 2014
9. 2nd May 2014
Approximate date on which the Information Statement is first to be sent or given to security holders
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
26,028,083,752*
Common Shares
*1 Reported by the stock transfer agent as of 31st March 2014.
Are any or all of registrant's securities listed in a Stock Exchange? Yes [ ] No [ X ]
11.
The Registrant’s common shares are listed on the Philippine Stock Exchange.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
4
A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders.
The Annual Meeting of the stockholders of Metro Pacific Investments Corporation (the “Company”)
will be held on Friday, 30th day of May 2014, at the Ground Floor, Rigodon Ballroom, Manila Peninsula Hotel, Ayala Avenue corner Makati Avenue, Makati City 1226 Philippines
The mailing address of the Company is at the 10th Floor, Makati General Office Building, Legazpi corner Dela Rosa Streets, Legazpi Village, Makati City, 0721 Philippines.
This Information Statement will be first sent or given to security holders on or around the 2nd day of May 2014.
Item 2. Dissenters' Right of Appraisal
Under Section 81 of the Corporation Code, the following are the instances when a stockholder may exercise his appraisal right:
- 1.
- In case any amendment to the articles of incorporation has the effect of changing or
restricting the rights of any stockholder 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;
- 2.
- In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all
or substantially all of the corporate property and assets of the Company; and
- 3.
- In case of merger or consolidation.
In order that a dissenting stockholder may exercise his appraisal right, such dissenting stockholder must have voted against the proposed corporate action at the annual meeting. Within thirty (30) days after the date of the annual meeting at which meeting such stockholder voted against the corporate action, the dissenting stockholder shall make a written demand on the Company for the fair value of his shares which shall be agreed upon by the dissenting stockholder and the Company. If the proposed corporate action is implemented, the Company shall pay the dissenting stockholder upon surrendering the certificates of stock representing his shares, the fair value of said shares on the day prior to the date on which the vote was taken. If the dissenting stockholder and the Company cannot
agree on the fair value of the shares within sixty (60) days from the date of stockholders’ approval of
the corporate action, then the determination of the fair value of the shares shall be determined by three (3) disinterested persons, one (1) of whom shall be named by the dissenting stockholder, one (1) by the Company and a third to be named by the two (2) already chosen. The findings of the majority of the appraisers shall be final and their award shall be paid by the Company within thirty (30) days after such award is made. The procedure to be followed in exercising the appraisal right shall be in accordance with Sections 81 to 86 of the Corporation Code.
None of the matters that are proposed to be taken up during the meeting gives a dissenter a right of appraisal.
Item 3. Interest of Certain Persons In or Opposition to Matters to be Acted Upon
None of the officers or directors or any of their associates has any substantial interest, direct or
indirect, in any of the matters to be acted upon in the stockholders’ meeting.
5
None of the directors of the Company has informed the Company that he intends to oppose any
action to be taken by the Company at the stockholders’ meeting.
B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof
As of the 31st March 2014, the following shares of common and preferred stock of the Company were outstanding:
Number of
- Class
- Outstanding Shares
26,028,083,752 5,000,000,000
Common Class A Preferred Shares
Of the total outstanding common capital stock, 17,816,256,818 shares or 68.45 percent are owned by Filipino citizens, while 8,211,826,934 shares or 31.55 percent are owned by foreigners. All Class A Preferred shares are owned by Filipino citizens. Each common and Class A Preferred share of stock of the Company is entitled to one (1) vote as described below. The record date for the purpose of determining the stockholders entitled to vote is 30th April 2014.
Holders of common and Class A Preferred shares of stock of the Company are entitled to vote on all matters to be voted upon by the stockholders. Stockholders entitled to vote are also entitled to cumulative voting in the election of directors. Section 24 of the Corporation Code provides, in part,
that: “….in stock corporations, every stockholder entitled to vote shall have the right to vote in person
or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder 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….”
As of 31st March 2014, the stock transfer agent reported 1,353 holders of common shares of the Company. The top 20 stockholders, the number of common shares held and the percentage of the common shares outstanding and held by each as of 31st March 2014 are as follows:
Rank
12
Stockholder Name
METRO PACIFIC HOLDINGS, INC. PCD NOMINEE CORPORATION (NON- FILIPINO)
Number of Common Shares
14,522,948,170
Percent
55.80%
- 31.55%
- 8,211,597,765
PCD NOMINEE CORPORATION (FILIPINO) ALBERT F. DEL ROSARIO &/OR MARGARET GRETCHEN V. DEL ROSARIO
3,255,395,207
6,500,000
12.51%
0.02%
34
ALBERT F. DEL ROSARIO LUCIO W. YAN AND/OR CLARA Y. YAN
5,016,624 2,850,000
0.02% 0.01%
56
- AMADO R. SANTIAGO III
- 2,500,001
1,500,000 1,250,001 1,000,000
0.01% 0.01% 0.01% 0.00%
78910
FERDINAND G. INACAY RAMONCITO S. FERNANDEZ RAUL L. IGNACIO
6
Rank
11 12 13 14 15 16 17
Stockholder Name
ALBERTO B. CARLOS TESSA G. ACOSTA J. LUIGI L. BAUTISTA BABY LEA M. WONG FIRST LIFE FINANCIAL CO., INC. MABINI F. PABLO
Number of Common Shares
1,000,000
Percent
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
1,000,000 1,000,000 1,000,000
830,000 653,096
- 650,000
- BERCK Y. CHENG
SANTHEA V. DELOS SANTOS HELEN S. UY FRANCIS GERARD ABERILLA
500,000 500,000 455,000
0.00% 0.00% 0.00%
18 19 20
Security Ownership of Record and Beneficial Owners of at least 5% of the Company’s Securities as of 31st March 2014.1
Type Class oName and address of record owner and
- Citizenship Name of Beneficial Owner
- No. of
- Percent
- of class
- & Relationship with Record Shares
- relationship with Issuer
- Owner
- Held
- Common Metro Pacific Holdings, Inc. Filipino
- MPHI is both record and
beneficial owner. Mr. Manuel V. Pangilinan is usually designated as its representative, with authority to vote its shares, at meetings of shareholders.
14,522,948,170 55.80%
- Shares
- 17/F Liberty Centre Bldg.
104 H.V. dela Costa, Salcedo Vill., Makati City
Common PCD Nominee Corporation Foreign Common PCD Nominee Corporation Filipino
Public ownership Public ownership
8,211,597,765 31.55% 3,255,395,207 12.51%
Common Cartica Management LLC Common Morgan Stanley Investment Foreign
Management Company
- Foreign
- Under PCD Nominee Corp
Under PCD Nominee Corp
1,306,658,334 5.02% 1,315,072,200 5.05%
- Class
- A
- Metro Pacific Holdings, Inc. Filipino
- MPHI is both record and
- 5,000,000,000 100.00%
- Preferred 17/F Liberty Centre Bldg.
- beneficial owner. Mr. Manuel V.
Pangilinan is usually designated as its representative, with
- Shares
- 104 H.V. dela Costa,
Salcedo Vill., Makati City authority to vote its shares, at meetings of shareholders.
Other than the abovementioned, the Company has no knowledge of any person who, as of 28 February 2014, was directly or indirectly the beneficial owner of, or who has voting power or investment power (pursuant to a voting trust or other similar agreement) with respect to, shares comprising more than five
percent (5%) of the Company’s outstanding common shares of stock.
1
PCD Nominee Corporation is the registered owner of shares beneficially owned by participants in the Philippine Central Depositary, Inc. (PCD), a private company organized to implement an automated book entry system of handling securities transactions in the Philippines. Under the
PCD procedures, when an issuer of a PCD-eligible issue will hold a stockholders’ meeting, the PCD shall execute a pro-forma proxy in favor of its
participants for the total number of shares in their respective principal securities account as well as for the total number of shares in their client securities account. For the shares held in the principal securities account, the participant concerned is appointed as proxy with full voting rights and powers as registered owner of such shares. For the shares held in the client securities account, the participant concerned is appointed as proxy, with the obligation to constitute a sub-proxy in favor of its clients with full voting and other rights for the number of shares beneficially
owned by such clients. The Company received a copy of Cartica Management LLC’s SEC Form 18-A dated 22nd October 2013 and Morgan
Stanley Investment Management Company dated 16 July 2013.
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Security Ownership of Management as of 31st March 2014
The following are the number of common shares of stock owned of record and/or beneficially by the directors and officers of the Company, and the percentage of shareholdings of each, as of 31st March 2014:
Amount and nature of Beneficial ownership
Type of Class
Percent of class
- Name and Address of Owner
- Citizenship
- Direct
- Indirect
Manuel V. Pangilinan 7/F Ramon Cojuangco Bldg. Makati Avenue, Makati City
- 21,342,405
- 0
- Common
- Filipino
- 0.08%
0.04%
Jose Ma. K. Lim 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati
11,000,000
0
0
000
Common Common
Filipino
David J. Nicol 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati
1,000,001
30,000
- Australian
- 0.00%
0.00% 0.00%
Lydia B. Echauz Far Eastern University N. Reyes St., Sampaloc, Manila
Common Common
Filipino Filipino Filipino
Ray C. Espinosa 5/F Locsin Building, Ayala Avenue Cor Makati Avenue, Makati City
Nil*
Common
Ramoncito S. Fernandez
10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati
781,000
0.00%
0.00%
Edward S. Go Unit 16-A Pacific Plaza Tower Fort Bonifacio, Bonifacio Global City Taguig, Metro Manila
Common Common
- 500,000
- 0
Filipino
Robert C. Nicholson 24/F Two Exchange Square, Connaught Place Central, Hong Kong
- 8
- 0
00
- Nil*
- British
Filipino Filipino
0.00% 0.01%
Augusto P. Palisoc, Jr. 10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati
2,500,000
Common
Common
Artemio V. Panganiban 1203 Acacia, Dasmarinas Village, Makati City
250,001
1,001
0.00% 0.00% 0.01%
Antonio A. Picazo 19/F Liberty Center 104 H.V. dela Costa Street Salcedo Village, Makati City
00
Common Common
Filipino Filipino
Amado R. Santiago III Room 114 Ortigas Building Ortigas Avenue, Pasig City
2,500,001
8
Amount and nature of
- Beneficial ownership
- Type of
Class
Percent of class
- Name and Address of Owner
- Citizenship
- Direct
- Indirect
Edward A. Tortorici
Common
Common
10/F MGO Bldg., Legazpi corner dela Rosa Streets, Legazpi Village, Makati
- 10,729,596
- 0
- 0.04%
0.00%
American Filipino
Victorico P. Vargas Maynilad Water Services, Inc MWSS Complex, Katipunan Road, Balara, Quezon City
800,000
0
Cristina S. Palma-Gil 19/F Liberty Center 104 H.V. dela Costa Street Salcedo Village, Makati City
00
- Common
- Nil
- Filipino
- 0.0%
Aggregate for above named officers and directors
51,434,008
*Each of these directors is the registered owner of at least one (1) qualifying share.
Changes in Control
The Company is not aware of any voting trust agreements or any other similar agreements which may result in a change in control of the Company. No change in control of the Company has occurred since the beginning of its last fiscal year.
Item 5. Directors and Executive Officers Term of Office
Directors shall hold office for a period of one (1) year until their successors shall have been elected and qualified during the succeeding annual meeting of the stockholders, except in case of death, resignation, disqualification or removal from office. The term of office of the officers is coterminous with that of the Directors that elected or appointed them unless such officers are sooner removed for cause.
Background Information Directors
The following are the names, ages, citizenship and periods of service of the incumbent directors/independent directors of the Company, all of whom have been nominated for re-election at the Annual Meeting:
Period during which
- Name
- Age
- Citizenship
- individual has served as such
Manuel V. Pangilinan Jose Ma. K. Lim David J. Nicol
67 62 54 73
Filipino Filipino
March 2006 up to present March 2006 up to present May 2010 up to present July 2006 up to present
Australian
- Filipino
- Edward S. Go *
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Augusto P. Palisoc, Jr. Antonio A. Picazo
56 71 45 76 57 65 73 57 57 61 91
Filipino Filipino Filipino Filipino Filipino Filipino American Filipino British
March 2006 up to present March 2006 up to present
- July 2006 up to present
- Amado R. Santiago, III
Artemio V. Panganiban* Ramoncito S. Fernandez Lydia B. Echauz*
August 2007 up to present June 2009 up to present November 2009 up to present November 2009 up to present November 2009 up to present November 2009 up to present May 2011 to present
Edward A Tortorici Ray C. Espinosa Robert C. Nicholson Victorico P. Vargas Washington Z. SyCip*