Agrinurture, Inc
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The Prospectus is being displayed in the website to make the Prospectus accessible to more investors. The PSE assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed in the Prospectus. Furthermore, the Stock Exchange makes no representation as to the completeness of the Prospectus and disclaims any liability whatsoever for any loss arising from or in reliance in whole or in part on the contents of the Prospectus. AgriNurture, Inc. A Corporation duly organized under the laws of the Republic of the Philippines Principal Office Address: No. 54 National Road, Dampol II-A Pulilan, Bulacan, Philippines Telephone Number: +63-2-4136677 REGISTRATION OF 300,000,000 COMMON SHARES AT A PAR VALUE OF Php 1.00 PER SHARE, OF WHICH 178,536,602 COMMON SHARES TO BE LISTED BY WAY OF INTRODUCTION IN THE SECOND BOARD OF THE PHILIPPINE STOCK EXCHANGE ON BEHALF OF THE EXISTING SHAREHOLDERS AND 101,463,398 COMMON SHARES SHALL, WITHIN 1 YEAR FROM THE LISTING BY WAY OF INTRODUCTION, BE OFFERED TO THE PUBLIC BY WAY OF PRIMARY SHARE OFFERING REGISTRATION OF 20,000,000 WARRANTS RELATING TO 20,000,000 COMMON SHARES 05 May 2009 The approval of the PSE is limited to the Company’s Listing by Way of Introduction of its 178,536,602 Common Shares. The Company’s applications for the planned public offering of its 101,463,398 Common Shares and 20,000,000 Warrants have not been filed with the PSE; hence, the same are still subject to separate approvals of the PSE. AGRINURTURE, INC. (formerly Mabuhay 2000 Enterprises, Inc.) Principal Office: No. 54 National Road, Dampol II-A Pulilan, Bulacan Philippines Metro Manila Office: No. 35 Gasan Street Masambong, SFDM Quezon City, Metro Manila Philippines Telephone No: +63-2-4136677 This Prospectus relates to the registration of 300,000,000 common shares with par value of Php1.00 per share (the “Common Shares”), of AgriNurture, Inc., a corporation organized under Philippine laws (“ANI” or the “Company”). The 178,536,602 Common Shares, of which 167,905,135 are issued and outstanding and 10,631,467 Common Shares are allotted to, and fully availed by, the Company’s directors, employees and consultants under a Stock Purchase Plan, shall be listed on behalf of the existing shareholders of the Company (the “Secondary Common Shares”) by way of introduction in the Second Board of the Philippine Stock Exchange (PSE). Within one (1) year from the Listing by Way of Introduction in the PSE, 101,463,398 Common Shares shall be issued by the Company from its unissued authorized capital stock by way of primary offer (the “Primary Common Shares” or “Offer Share”). In addition, this Prospectus relates to the registration of 20,000,000 Warrants relating to 20,000,000 Common Shares taken from the Company’s authorized but unissued capital stock, at an issue price of Php 0.00 per Warrant (the “Warrant Offer Price”), and an Expiry Date at the end of the 5 th year from issuance and listing, and a strike price of Php20.00. Within one (1) year from the Listing by Way of Introduction of the Secondary Common Shares, the Company shall list the Warrants in the PSE. Subject to the nationality restrictions relating to the ownership of Common Shares (described below), each Warrant grants the holder thereof the right, but not the obligation, upon exercise, to conversion and delivery or sale of one existing Common Share (the “Underlying Shares”). All of the Common Shares in issue or to be issued pursuant hereto have, or upon issue will have, identical rights and privileges. The Common Shares may be owned by any person regardless of citizenship or nationality, subject to the limits prescribed by Philippine laws on foreign ownership in certain types of domestic companies. The Company will not engage the services of Issue Managers and Underwriters in the Listing by Way of Introduction of the Secondary Common Shares in the Second Board in the PSE since there will be no capital-raising involved. The Company will not receive any proceeds from the offer and sale of the Secondary Common Shares. However, within one (1) year from the listing in the PSE, the Company intends to engage the services of Issue Managers and Underwriters when it offers to the public its Primary Common Shares. In this case, any proceeds to be received by the Company from the Primary Common Shares, after deducting the issue management, The approval of the PSE is limited to the Company’s Listing by Way of Introduction of its 178,536,602 Common Shares. The Company’s applications for the planned public offering of its 101,463,398 Common Shares and 20,000,000 Warrants have not been filed with the PSE; hence, the same are still subject to separate approvals of the PSE. underwriting fees 1, registration and licensing, listing fees, taxes, and other related fees and expenses shall be used for the Company’s general corporate purposes, particularly for its working capital that will increase the pace of its business activity as well as allow ANI to be a complete agri-company. The authorized capital stock of the Company is Php 300,000,000.00 divided into 300,000,000 common shares with a par value of Php1.00 per share. As of the date of this Prospectus, 167,905,135 Common Shares are issued and outstanding and 10,631,467 Common Shares are allotted to, and fully availed by, the Company’s directors, employees and consultants under a Stock Purchase Plan. Within one (1) year from the Listing by Way of Introduction in the PSE, the Company shall conduct a public offering of its Primary Common Shares amounting to 101,463,398 shares, thus, after the completion of the entire offering, the issued and outstanding Common Shares of the Company shall be 300,000,000 Common Shares. Since, the time frame for the offering of the Primary Common Shares is still within one (1) year after the Listing by Way of Introduction in the Second Board of the PSE and considering further the prevailing global economic crisis and market conditions, the Company can only estimate the Offer Price to a minimum of P1.00 per share, subject to adjustment by the Company based on the economic, market and business conditions at the time of the actual public offering of its Primary Common Shares. Thus, using the current estimate of the offer price at a minimum of P1.00 per share, the estimated total proceeds in case of public offering is P101,463,398.00. The shares from the unissued portion of the authorized capital stock are not subject to pre-emptive rights of the stockholders, and may be issued in quantities, at such time, and under such terms as the Board of Directors of the Company shall determine Although there are no restrictions that limit the Company’s ability to pay dividends, ANI has not declared any dividends since its incorporation. The Board of Directors may decide to declare dividends, whether in the form of cash, property or stock, from the unrestricted retained earnings of the Company at a time and percentage as the Board of Directors may deem proper and in accordance with the pertinent laws. The information contained in this Prospectus is publicly available and has been supplied by the Company solely for the purpose of its application for Listing by Way of Introduction. Unless otherwise stated, the information contained in this Prospectus is as of 08 April 2009. The Company accepts full responsibility for the accuracy, and completeness of the information contained herein. The Company confirms that, after having made all reasonable inquiries, and to the best of its knowledge and belief, there are no other material facts, the omission of which would make any statement in this Prospectus misleading in any material respect. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstance, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. 1 The Company will engage the services of underwriters, under such terms and conditions still to be agreed upon, only upon its decision to offer its Primary Common Shares to the public within one (1) year from the listing by way of introduction in the Second Board of the PSE. The approval of the PSE is limited to the Company’s Listing by Way of Introduction of its 178,536,602 Common Shares. The Company’s applications for the planned public offering of its 101,463,398 Common Shares and 20,000,000 Warrants have not been filed with the PSE; hence, the same are still subject to separate approvals of the PSE. Prospective investors to the Common Shares and the Warrants must conduct their own evaluation of the Company, and the terms and conditions of the Offer, including the merits and risks involved. The readers of this Prospectus are further enjoined to consult their financial advisers, tax consultants, and other professional advisers with respect to the acquisition, holding, or disposal of the Offer Shares described herein. Market and certain industry data used throughout this Prospectus were obtained from internal surveys, market research, publicly available information, and industry publications. Industry publications generally state that the information contained therein have been obtained from sources believed to be reliable, but that the accuracy and completeness of such information are not guaranteed. Similarly, internal surveys, industry forecasts, and market research, while believed to be reliable, have not been independently verified, and the Company makes no representation as to the accuracy of such information.