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SEC Form 17-A Annual Report

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SEC Form 17-A Annual Report COVER SHEET SEC Registration Number 6 2 8 9 3 Company Name R O C K W E L L L A N D C O R P O R A T I O N A N D S U B S I D I A R I E S Principal Office (No./Street/Barangay/City/Town/Province) 2 F , 8 R O C K W E L L , H I D A L G O D R I V E R O C K W E L L C E N T E R , M A K A T I C I T Y Form Type Department requiring the report Secondary License Type, If Applicable 1 7 - A N / A COMPANY INFORMATION Company’s Email Address Company’s Telephone Number/s Mobile Number [email protected] 7-793-0088 N/A Annual Meeting Fiscal Year No. of Stockholders Month/Day Month/Day 46,263 (as of 31 MAY 2020) August 28, 2020 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 Ms. Ellen V. Almodiel [email protected] 7-793-0088 N/A Contact Person’s Address Ground Floor, East Podium, Joya Lofts & Towers, 28 Plaza Drive, Rockwell Center, Makati City 1200 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. SEC Number: 62893 PSE Number: File Number: ROCKWELL LAND CORPORATION (Company’s Full Name) 2F 8 Rockwell, Hidalgo Drive, Rockwell Center, Makati City (Company’s Address) (632) 793-0088 (Telephone Number) December 31, 2019 (Year Ending) SEC Form 17-A Annual Report (Form Type) 1 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal period ended December 31, 2019 2. Commission Identification Number 62893 3. BIR Tax Identification Number 004-710-062-000 4. Exact name of issuer as specified in its charter: ROCKWELL LAND CORPORATION 5. Province, country or other jurisdiction of incorporation or organization: Philippines 6. Industry Classification Code: _____________ (SEC Use Only) 7. Address of issuer’s principal office and postal code: 2F 8 Rockwell, Hidalgo Drive, Rockwell Center, Makati City 8. Issuer’s telephone number, including area code: (632) 793-0088 9. Former name, former address, former fiscal year, if changes since last report: N/A. 10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA Title of each class Number of shares issued and outstanding Common shares 6,116,762,198 shares Retail Bonds P5 Billion Amount of Debt Outstanding PhP25,735,745,000 11. Are any or all of the securities listed on a Stock Exchange? Yes [X] No [ ] Stock Exchange: Philippine Stock Exchange Securities Listed: Common shares 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding twelve (12) months (or for such shorter period the registrant was required to file such reports) Yes [X] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [X ] No [ ] 2 TABLE OF CONTENTS Part I BUSINESS Item 1 Business Item 2 Properties Item 3 Legal Proceedings Item 4 Submission of Matters to a Vote of Security Holders Part II SECURITIES OF REGISTRANT Item 5 Market for Issuer’s Common Share Equity and Related Stockholders Part III FINANCIAL INFORMATION Item 6 Management Discussion and Analysis and Results of Operations Item 7 Financial Statements Item 8 Information of Independent Accountant and Other Related Matters Part IV MANAGEMENT AND CERTAIN SECURITY HOLDERS Item 9 Directors and Executive Officers of the Issuer Item 10 Executive Compensation Item 11 Security and Ownership of Certain Beneficial Owners and Management Item 12 Certain Relationships and Related Transactions Part V CORPORATE GOVERNANCE Item 13 Compliance with leading practice on corporate governance Part VI EXHIBITS AND SCHEDULES Item 14 Exhibits and Reports on SEC Form 17-C 3 PART I – BUSINESS AND GENERAL INFORMATION Item 1 BUSINESS Background Rockwell Land Corporation (the “Company” or “Rockwell Land” ) is a premier property developer for residential and commercial projects that cater to the high-end and upper-mid markets mainly in Metro Manila. It is primarily engaged in the residential development of high-rise condominiums as well as in retail and office leasing. Starting in 2013, the Company offered horizontal and mid-rise residential development projects not only in Metro Manila but in Cebu and Bacolod City as well; and launched its first venture in the Hotel and Leisure segment with the launch of Aruga Serviced Apartments within the Rockwell Center in Makati City. The Company was incorporated on August 11, 1975 as First Philippine Realty and Development Corporation. On February 23, 1995, the name was amended to Rockwell Land Corporation. On September 27, 1996, the SEC approved the increase in capital stock of the Company from P1.0 million to P6.0 billion with three major shareholders subscribing to the increase, namely: Manila Electric Company (Meralco), First Philippine Holdings Corporation (FPH) and Lopez Holdings Corporation (formerly Benpres Holdings Corporation or LPZ). During the increase, the Company also amended its articles of incorporation to include the increase in capital stock and the increase in number of directors from 5 to 11. On May 4, 2000, the SEC approved the articles of merger of the Company with Hubbard Realty Holdings Inc., Farragut Realty Holdings Inc., Mc Pherson Square, Inc., and Foggy Bottom, Inc., with the Company as the surviving entity. In July 2008, the SEC approved the Company’s increase in authorized capital stock from P6.0 billion divided into 6,000,000,000 Common Shares with P1.00 par value each to P9.0 billion divided into 8,890,000,000 Common Shares with the same par value and 11,000,000,000 Preferred Shares with a P0.01 par value each with existing shareholders subscribing to the increase in capital. In August 2009, LPZ sold its share in the Company to FPH therefore leaving the Company with only two (2) major shareholders, namely Meralco and FPH. On February 28, 2012, the SEC approved the amendment to the First Article of the Articles of Incorporation of the Company changing its name from “Rockwell Land Corporation” to: “ROCKWELL LAND CORPORATION doing business under the name and style of Power Plant Mall; Power Plant Cinemas; and Edades Serviced Apartments”. On February 27, 2012, the Board of Directors of Meralco approved the declaration of its 51% ownership in the Company as property dividend in favor of common stockholders of record as of March 23, 2012, except for foreign common shareholders who were paid the cash equivalent of the property dividend. Consequently the Company became a public company having more than 200 shareholders. The property dividend was paid on May 11, 2012 wherein FPH received property dividends from Meralco in the form of 125,079,016 common shares of the Company. On the same date, the Company acquired 126,620,146 common shares from Meralco, representing the foreign shareholders’ entitlement from the property dividend distribution, at P=1.4637 per share. The Company was listed in the Philippine Stock Exchange (PSE) on May 11, 2012. On June 28, 2012 and July 27, 2012, FPH purchased additional shares of the Company from Beacon Electric Asset Holdings, Inc. and San Miguel Corporation, respectively. As of December 31, 2019, FPH continues to owns 86.58% of the Company Subsidiaries and Affiliates Rockwell Integrated Property Services, Inc. (RIPSI), a wholly owned subsidiary of the Company, was incorporated in February 19, 1999 to establish, own, manage, operate and carry on the business of maintaining and cleaning buildings and other facilities. To date, RIPSI manages twenty (20) 4 properties. These properties consist of the various Rockwell residential condominium buildings located in the Rockwell Center in Makati City, The Grove in Pasig City, East Bay Residences in Muntinlupa, and 32 Sanson in Cebu City, as well as the townhouse and midrise developments of Alvendia in San Juan, and 205 Santolan and 53 Benitez in Quezon City. Rockwell Primaries Development Corporation (“Primaries”, formerly Rockwell Homes Inc., and Primaries Development Corporation) a wholly owned subsidiary of the Company, was incorporated in September 2012 to primarily cater to the broader market under a second brand “Rockwell Primaries”. The subsidiary envisions itself to be the preferred developer in terms of providing exceptional and quality living at a more affordable price. Primaries commenced operations in mid- 2013 with the launch of its first project, 53 Benitez, located in Quezon City. Its second project, The Vantage at Kapitolyo in Pasig City, was launched in 2015. 53 Benitez was completed in 2016 and The Vantage by 2021. Stonewell Development Corporation Inc., a wholly owned subsidiary of the Company, was also incorporated in September 2012 to develop socialized and economic housing projects for the Parent Company. Primaries Properties Sales Specialist Inc. (PPSSI), a wholly owned subsidiary, was incorporated in November 2012 primarily to as act the sales and marketing arm of Primaries. Operations were discontinued in 2017. Rockwell Hotels & Leisure Management Corporation (Rockwell Hotels), a wholly owned subsidiary of the Company, was incorporated in June 20, 2013 for the management of hotel and resort operations.
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