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SUN 2020 Definitive Information Statement

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SUN 2020 Definitive Information Statement SUN SEC Form 20-IS - 2020 1 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: 26th Floor, Alliance Global Tower 36th Street cor. 11th Avenue, Uptown Bonifacio Taguig City Metro Manila, Philippines 7. Registrant’s telephone number, including area code: (+632) 8894-6300 8. Date, time and place of the meeting of security holders: 27 October 2020, 9:00 a.m., via Remote Communication1 9. Approximate date on which the Information Statement is first to be sent or given to security holders: 05 October 2020 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 7,250,000,000 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 – Common Stock 1 Given the current circumstances, the meeting will be conducted virtually. SUN SEC Form 20-IS - 2020 8 I INFORMATION STATEMENT A. GENERAL INFORMATION Item 1. 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 2020 at 9:00 in the morning, conducted virtually and voting conducted in absentia through the Corporation’s secure online voting facility. The Company’s complete mailing address is at the 20th Floor Alliance Global Tower, 36th Street cor. 11th Avenue, Uptown Bonifacio, Taguig City. Copies of this information statement will be sent on or before 05 October 2020 to all stockholders on record as of 30 September 2020. The Company is not soliciting proxies. We are not asking for a proxy. Neither are you required to send us a proxy. Item 2. 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 Revised 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. SUN SEC Form 20-IS - 2020 9 Item 3. 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. 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”). B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof Number of Shares Outstanding As of 31 August 2020, the Company had outstanding shares of 7,250,000,000 common stock. Each common share is entitled to one (1) vote. However, 5,250,000,000 of these outstanding shares are not yet listed with the Philippine Stock Exchange as the subscription price for these have not been fully paid. Record Date of Meeting All stockholders on record as of 30 September 2020 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 2020: TITLE NAME, ADDRESS NAME OF CITIZENSHIP NO. OF PERCENT OF OF RECORD BENEFICIAL SHARES CLASS OWNER AND OWNER AND HELD RELATIONSHIP RELATIONSHIP WITH ISSUER WITH RECORD OWNER Common FORTUNE NOBLE Suncity Group Non-Filipino 2,850,000,0004 39.31% LIMITED Holdings Limited, Vista Corporate parent company Services Centre, of Fortune Noble Wickhams Cay II, Limited Road Town, Tortola, VG1110, British Virgin Islands SUN SEC Form 20-IS - 2020 10 Common MEGAWORLD Megaworld Filipino 2,465,000,000 34.00% CORPORATION Corporation2 30/F Alliance Global (also the record Tower, 36th Street owner) cor. 11th Avenue, Uptown Bonifacio, Taguig City Common PCD NOMINEE Suncity Group Non-Filipino 860,727,0014 11.87% CORPORATION Holdings Limited, G/F Makati Stock parent company Exchange Building of Fortune Noble 6767 Ayala Avenue, Limited 3 Makati City Common PCD NOMINEE BDO Securities Filipino 786,282,126 10.85% CORPORATION Corporation,5 G/F Makati Stock 27/F Tower 1 & Exchange Building Exchange Plaza, 6767 Ayala Avenue, Ayala Ave., Makati City Makati City Other than the persons identified above, there are no other beneficial owners of more than 5% of the Company’s voting stock known to the Company. The person authorized to vote the shares of Fortune Noble Limited is Mr. Aldee Celis. Security Ownership of Directors and Management as of 31 August 2020: Amount and Nature of Percent of Title of Class Name of Owner Citizenship Beneficial Ownership Class Common Ferdinand B. Masi 1 (direct) Filipino 0.0 0% Common Eugenio B. Reducindo 1 (direct) Filipino 0.00% Common Neoli Mae L. Kho 1 (direct) Filipino 0.00% Common Alejo L. Villanueva, Jr. 1 (direct) Filipino 0.00% Common Antonio C. Pacis 1 (direct) Filipino 0.00% Common Joey I. Villafuerte 1 (direct) Filipino 0.00% Common Josephine Marie R. Salazar 1 (direct) Filipino 0.00% Common Rolando D. Siatela 0 Filipino N/A Common Maria Carla T. Uykim 0 Filipino N/A Common Maria Cristina D. Gonzales 0 Filipino N/A Common All directors and executive 7 (direct) 0.00% officers Voting Trust Holders of 5% or More The Company has no knowledge of persons holding more than 5% of its voting securities under a voting trust or similar agreement. 2 Mr. Andrew L. Tan has the power to direct the voting and disposition of the shares held by Megaworld Corporation in the Company.
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