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SEC 20 IS Preliminary Information Statement

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SEC 20 IS Preliminary Information Statement C O V E R S H E E T for SEC FORM 20-IS SEC Registration Number A 1 9 9 7 0 1 4 5 1 C O M P A N Y N A M E N L E X C O R P O R A T I O N ( F O R M E R L Y M A N I L A N O R T H T O L L W A Y S C O R P O R A T I O N ) PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) N L E X C O M P O U N D , B A L I N T A W A K , C A L O O C A N C I T Y Form Type Department requiring the report Secondary License Type, If Applicable 2 0 - I S C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number [email protected] 580-8900 – No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 19 June 26 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. Maria Theresa O. Wells [email protected] 580-8900 – CONTACT PERSON’s ADDRESS NLEX Compound, Balintawak, Caloocan City NOTE 1 : 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. 2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the Corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the Corporation from liability for its deficiencies. i 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: NLEX Corporation (formerly Manila North Tollways Corporation 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: A1997-01451 5. BIR Tax Identification Code: 004-984-946-000 6. NLEX Compound, Balintawak, Caloocan City 1400 Address of principal office Postal Code 7. Registrant’s telephone number, including area code: +632-580-8900 8. Date, time and place of the meeting of security holders Date: [June 26, 2018] Time: [10:00 A.M.] Place: [6th Floor RUC Room, Ramon Cojuangco Bldg., Makati City] 9. Approximate date on which the Information Statement is first to be sent or given to security holders: June 4, 2018 10. In case of Proxy Solicitations: NOT APPLICABLE 11. 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 Fixed Rate Bonds Due 2021 Php4,400,000,000.00 Fixed Rate Bonds Due 2024 Php2,600,000,000.00 12. Are any or all of registrant's securities listed in a Stock Exchange? Yes _ No X If yes, disclose the name of such Stock Exchange and the class of securities listed therein: NOT APPLICABLE ii A. General Information Item 1. Date, time and place of meeting of security holders The annual meeting of the stockholders (the “Meeting”) of NLEX Corporation (“NLEX Corp.” or the “Company”) will be held on Wednesday, June 26, 2018, at the 6th Floor, RUC Room, Ramon Cojuangco Bldg., Makati City at 10:00 am. The mailing address of the Company is at NLEX Compound, Balintawak, Caloocan City. This Information Statement shall be sent to the stockholders as soon as practicable after the approval hereof by the Securities and Exchange Commission (the “Commission” or the “SEC”), but not later than [June 4, 2018.] Item 2. Dissenters' Right of Appraisal There are no matters or proposed actions included in the Agenda of the Meeting that may give rise to a possible exercise by stockholders of their appraisal rights. Item 3. Interest of Certain Persons in or Opposition to Matters to be acted upon None of the current officers or directors of NLEX Corp., and/or nominees for election as director of NLEX Corp., or any associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the Meeting, other than in the election to NLEX Corp.’s Board of Directors (the “Board” or the “Board of Directors”). None of the directors of the Company has informed the Company in writing that he or she intends to oppose any action to be taken by the Company at the Meeting. B. Control and Compensation Information Item 4. Voting Securities and Principal Holders Thereof (a) Class of Voting Shares as of April 30, 2018 The Company has an authorized capital stock of Php4,000,000,000.00 comprised of 40,000,000 common shares with par value of Php100.00 per common share. As of April 30, 2018, the Company has 17,760,000 issued and outstanding common shares entitled to vote at the Meeting. Every stockholder shall be entitled to one (1) vote for each share of stock held as of the established record date. Out of the 17,760,000 common shares, 85.88% or 15,251,402 common shares are owned by Filipino stockholders while the remaining 14.12% or 2,508,598 common shares are owned by foreign stockholders. As of April 30, 2018, the Company has 19 stockholders, 14 of whom are individuals with at least one share each. The following table sets out the shareholdings of the Company’s stockholders of record and the approximate percentages of their respective shareholdings to NLEX Corp.’s total outstanding common stocks: 1 Class of Number of % of Outstanding Name of Stockholder Securities Shares Shares Metro Pacific Tollways North Corporation (formerly Metro Pacific Tollways Development Common 12,609,591 71.00% Corporation) BDO Unibank, Inc. Common 2,197,800 12.38% Egis Investment Partners Philippines Inc. Common 1,775,999 10.00% Globalfund Holdings, Inc. Common 732,598 4.12% Republic of the Philippines Common 443,998 2.50% Manuel V. Pangilinan Common 1 0.00% Jose Ma. K. Lim Common 1 0.00% Christopher Daniel C. Lizo Common 1 0.00% Rodrigo E. Franco Common 1 0.00% J. Luigi L. Bautista Common 1 0.00% Raul L. Ignacio Common 1 0.00% Roberto V. Bontia Common 1 0.00% Jean-Claude Neumann Common 1 0.00% Jose T. Sio Common 1 0.00% Frederic C. Dybuncio Common 1 0.00% Antonette C. Tionko Common 1 0.00% Arlyn Sicangco – Villanueva Common 1 0.00% Elpidio C. Jamora, Jr. Common 1 0.00% Liberato P. Laus Common 1 0.00% TOTAL 17,760,000 100% The following table shows the record and beneficial owners of at least 5% of the Company’s shares as of April 30, 2018. Name of Name and Address of Beneficial Owner % Title No. of Shares Record Owner and and Relationship Citizenship of Out- of class Held Relationship with Issuer with Record standing Owner Common Metro Pacific Tollways Same as record Filipino 12,609,591 71.00% North Corporation owner 7th Floor, LV Locsin Building, Makati Avenue, Legazpi Village, Makati City Stockholder 2 Name of Name and Address of Beneficial Owner % Title No. of Shares Record Owner and and Relationship Citizenship of Out- of class Held Relationship with Issuer with Record standing Owner Common BDO Unibank, Inc. Same as record Filipino 2,197,800 12.38% BDO Corporate Center, owner 7899 Makati Avenue, Makati City Stockholder Common Egis Investment Partners Same as record French 1,775,999 10.00% Philippines Inc. owner Unit 703, Citistate Center, 709 Shaw Blvd., Pasig City Stockholder Security Ownership of Management The following table sets forth the number of shares owned of record and/or beneficially owned by the directors and executive officers of the Company, and the percentage of shareholdings of the said directors and executive officers, as of April 30, 2018. On the aggregate, the Company’s current directors and executive officers hold twelve (13) shares of the Company. Name of Amount and Nature % Title of Class Citizenship Stockholder of Ownership of Outstanding Filipino Common Manuel V. 1 share 0.00% Pangilinan (of record) Filipino Common Jose Ma K. Lim 1 share 0.00% (of record) Filipino Common Rodrigo E. Franco 1 share 0.00% (of record) Filipino Common Christopher Daniel 1 share 0.00% C. Lizo (of record) Filipino Common Raul L. Ignacio 1 share 0.00% (of record) Filipino Common Roberto V. Bontia 1 share 0.00% (of record 3 Name of Amount and Nature % Title of Class Citizenship Stockholder of Ownership of Outstanding Filipino Common J. Luigi L. Bautista 1 share 0.00% (of record Filipino Common Antonette C. 1 share 0.00% Tionko (of record) French Common Jean-Claude 1 share 0.00% Neumann (of record) Filipino Common Jose T. Sio 1 share 0.00% (of record) Filipino Common Frederic C. 1 share 0.00% DyBuncio (of record) Common Liberato P.
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