Securities and Exchange Commission Sec Form 20-Is Information Statement Pursuant to Section 20 of the Securities Regulation Code
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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 Registrant as specified in its charter: SUNTRUST HOME DEVELOPERS, INC. 3. Province, country or other jurisdiction of incorporation or organization: METRO MANILA, PHILIPPINES 4. SEC Identification Number: 10683 5. BIR Tax Identification Code: 000-141-166-000 6. Address of Principal Office: 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines 7. Registrant’s telephone number, including area code: (+632) 867-8826 to 40 8. Date, time and place of the meeting of security holders: 27 October 2015, 9:00 AM Eastwood Richmonde Hotel, Grand Ballroom Eastwood City, Bagumbayan, Quezon City, Metro Manila, Philippines 9. Approximate date on which the Information Statement is first to be sent or given to security holders: 06 October 2015 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 Common stock 2,250,000,000 11. Are any or all of registrant's securities listed in a Stock Exchange? Yes Disclose the name of such Stock Exchange: Philippine Stock Exchange WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY SAMPLE PROXY ONLY The undersigned shareholder(s) of SUNTRUST HOME DEVELOPERS, INC. (the “Corporation) hereby appoint/s or in his absence, the Chairman of the Annual Shareholders’ Meeting, as proxy of the undersigned shareholder(s) at the Annual Meeting of Shareholders scheduled on 27 October 2015 at 9:00 in the morning at the Grand Ballroom, Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon City and/or at any postponement or adjournment thereof, and/or any annual shareholders’ meeting of the Company, which appointment shall not exceed five (5) years from date hereof. The undersigned shareholder(s) hereby direct/s the said proxy to vote all shares on the agenda items set forth below as expressly indicated by marking the same with [√] or [X]: ITEM SUBJECT ACTION NO. FOR AGAINST ABSTAIN 3 Approval of the Minutes of the Previous Annual Stockholders Meeting 5 Appointment of Independent Auditors 6 Ratification of Acts of the Board of Directors, Board Committees, and Management 7 Election of Directors Ferdinand B. Masi Evelyn G. Cacho Giancarlo C. Ng Elmer P. Pineda Felizardo T. Sapno Alejo L. Villanueva, Jr. - Independent Director Eugenio B. Reducindo - Independent Director PRINTED NAME OF SHAREHOLDER SIGNATURE OF SHAREHOLDER/ NUMBER OF SHARES DATE AUTHORIZED SIGNATORY TO BE REPRESENTED This proxy should be received by the Corporate Secretary not later than end of business hours on 16 October 2015. This proxy when properly executed will be voted in the manner as directed herein by the shareholder. If no direction is made, the proxy will be voted for the election of all nominees and for the approval of all matters stated above and for such other matters as may properly come before the meeting in the manner described in the information statement. A shareholder giving a proxy has the power to revoke it at any time before the right granted is exercised. A proxy is also considered revoked if the shareholder attends the meeting in person and expressed his intention to vote in person. This proxy does not need to be notarized. (Partnerships, Corporations and Associations must attach certified resolutions thereof designating Proxy/Representative and Authorized Signatories.) INFORMATION STATEMENT GENERAL INFORMATION Date, time and place of annual meeting of security holders. The annual meeting of the stockholders of the Company will be held on 27 October 2015, 9:00 a.m. at Eastwood Richmonde Hotel, Eastwood City, Bagumbayan, Quezon City, Philippines. The Company’s complete mailing address is at the 6th Floor, The World Centre Building, 330 Sen. Gil Puyat Avenue, Makati City, Metro Manila, Philippines, 1227. Copies of this information statement will be sent on or before 06 October 2015 to all stockholders on record as of 18 September 2015. The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send us a proxy. Dissenter’s Right of Appraisal There are no matters to be acted upon or proposed corporate action in the agenda for the annual meeting of stockholders that may give rise to possible exercise by a dissenting stockholder of its appraisal rights under Title X of the Corporation Code of the Philippines. Any stockholder of the Company shall have the right to dissent and demand payment of the fair value of his shares in the following instances: (1) 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; (2) in case the Company decides to invest funds in another corporation or business or for any purpose outside of the primary purpose for which it was organized; (3) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets, and (4) in case of merger or consolidation. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action by making a written demand on the Company within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right. Failure to make the demand within the 30- day period shall be deemed a waiver of the appraisal right. From the time of the demand until either the abandonment of the corporate action in question or the purchase of the dissenting shares by the Company, all rights accruing to the dissenting shares shall be suspended, except the stockholder’s right to receive payment of the fair value thereof. If the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the stock certificate(s) representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If the fair value is not determined within sixty (60) days from the date the corporate action was approved by the stockholders, it will be determined by three (3) disinterested persons (one chosen by the Company, another chosen by the dissenting stockholder and the third to be chosen jointly by the Company and the stockholder). 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. Upon payment by the Company of the awarded price, the dissenting stockholder shall forthwith transfer his shares to the Company. No payment shall be made to any dissenting stockholder unless the Company has unrestricted retained earnings. Interest of Certain Persons in or Opposition to Matters to be Acted Upon No director or officer of the Company or any nominee for election as a director of the Company, or any associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than election to office and the proposed increase in authorized capital stock. No director of the Company has informed it in writing that he intends to oppose any action to be taken by the Company at the Annual Stockholders’ Meeting (“Meeting”). CONTROL AND COMPENSATION INFORMATION Voting Securities and Principal Holders Thereof Number of Shares Outstanding As of 31 August 2015, the Company had outstanding shares of 2,250,000,000 common stock. Each common share is entitled to one (1) vote. Record Date Of Meeting All stockholders on record as of 18 September 2015 will be entitled to notice of, and to vote at, the Meeting. Cumulative Voting Rights Each stockholder shall be entitled to one (1) vote with respect to all matters to be taken up during the annual meeting of stockholders, provided that each stockholder shall have cumulative voting rights with respect to the election of the members of the board of directors of the Company. Cumulative voting entitles each stockholder to cumulate his shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or distribute them on the same principle among as many nominees as he shall see fit; provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected. Security Ownership of Record and Beneficial Owners of more than 5% of the Company’s Voting Stocks as of 31 August 2015: Title Name and Address of Beneficial Owner & Percent Of Class Record Owner& Relationship Citizenship No. of Shares Owned Relationship w/ Issuer w/Record Owner Common Megaworld Corporation1 Megaworld Corporation Filipino 955,834,992 42.48% 28/F The World Centre, (also the record owner) 330 Sen. Gil Puyat Avenue, Makati City Common PCD NOMINEE PCIB Securities, Filipino 721,851,922 32.082% CORPORATION2 Corporation G/F Makati Stock 8/F PCI Tower 2, Dela Exchange Building 6767 Costa St., Makati City Ayala Avenue, Makati City Common Emerging Market Assets Emerging Market Filipino 235,000,000 10.44% Limited3 Assets Limited (also Rm.