SAN MIGUEL PURE FOODS COMPANY, INC.

Transcription

1 _11- F REPUBLIC OF THE PHILI PPINES SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills City Of Mandaluyong, Metro Manila COMPANY REG. NO CERTIFICATE OF FILING OF ENABLING RESOLUTION KNOW ALL PERSONS BYTHESE PRESENTS: THIS IS TO CERTIFYthat the Enabling Resolution No of: SAN MIGUEL PURE FOODS COMPANY, INC. copy annexed, adopted on February 11, 2011 by its Board of Directors on the terms and conditions of its preferred shares of stock was filed with this office and attached to the other papers pertaining to said corporation, pursuant to Section 6 of the Corporation Code of the Philippines. IN WITNESS WHEREOF, I have set my hand and caused the seal of this Commission to be 1fi(.1a to this Certificate at Mandaluyong City, Metro Manila, Phi1ippines, this :.J. ay of April, Twenty Eleven. Director Company Registration and Monitoring Department 1-

2 ., C 0 V E R S H' E E T 1 ALEXANDRA B. TRILLANA I Contact Person LIJ Month o=j Day cr=lj Dept. Requiring this Doc. I LETTER Secondary License Type, If Applicable 1 I,1'----..,,---=-" ~_I I (632) Company Telephone Number CD o=j Month Day Annual Meeting 1 I Amended Articles Number/Section Total Amount of Borrowings I---=----=--_ Total No. of Stockholders Domestic Foreign ':_'Aft~::: ;. _ =File Number To be accomplished by SEC Personn. " t_. j ~.. ~ =Document I. D. Cashier STAMPS Remark$ = pls. use black ink for scanning purposes

3 * SanM'guel Pure Foods February 11, FEB > H\ R CflVFO StA'\J ror "o..ioc. SECURITIES AND EXCHANGE COMMISSION EDSA, Mandaluyong City ATTENTION: ATTY. BENITO A. CAT ARAN Director Company Registration and Monitoring Department In connection with the public offering of 15,000,000 Preferred Shares of San Miguel Pure Foods Company, Inc. (the "Company"), we submit herewith the Enabling Resolutions approved by the Board of Directors of the Company during its special meeting today, February 11, 20 11, incorporating the terms of the Preferred Shares, in compliance with Article Seventh of the Amended Articles of Incorporation of the Company approved by the Commission on December 23, c.:»:«aleb'ora ~NGSON TRfLLANA Corporate Secretary. San Migu('1 Pure Foods Company, Inc. 23rd FIr., The JMT Corporate Condominium, ADB Avenue Ortigas Center, Pasig City, Metro Manila, Philippines 1605 Tel.: (632) Fax No.: (632) Website: SAN MIGUEl CORPORATION

4 --- DIRECTORS' CERTIFICATE OF ~, ". SAN MIGUEL PURE FOODS COMPANY, '3'~~ KNOW ALL MEN BY THESE PRESENTS:,t :., ) We, the undersigned, being a majority of the members of the Board of :irectors and th~ Chairman and Corporate Secretary of SAN MIGUEL PURE FOODS COMPANY, INe. (the "Company"), a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with business address at The JMT Corporate Condominium, ADB Avenue, Ortigas Center, Pasig City, do hereby certify that the following resolutions were approved by the affirmative vote of at least a majority of the members of the Board of Directors of the Company at the Special Meeting of the Board of Directors held on February 11,20 II at the Board Room, 8 th Floor, San Miguel Corporation Head Office Complex, 40 San Miguel Avenue, Mandaluyong City: RESOLUTION NO "RESOLVED, AS IT IS HEREBY RESOLVED, That the Board of Directors of the Company approves the public offer of up to 15,000,000 unissued cumulative, non-voting, non-participating, and non-convertible preferred shares of the Company with a par value of PI 0.00 per share (the "Preferred Shares") at the offer or issue price of One Thousand Pesos (P I,000.00) per share (the "Offer"), under the terms and conditions attached to this Resolution as Annex "A" (the "Terms of the Offer"); RESOLVED, AS IT IS HEREBY RESOLVED, That the Terms of the Offer shall not be amended, repealed, or revised without the affirmative vote of at least 2/3 of the holders of the Preferred Shares then outstanding; provided, however, than an amendment to authorize a redemption of the Preferred Shares (i) on the third anniversary from the Issue Date or any Dividend Payment Date thereafter or (ii) at any time prior to the Optional Redemption Date if an Accounting Event, Tax Event or a CoC Event has occurred and is continuing shall only require the affirmative vote of at least 2/3 of the outstanding capital stock of the Company (as such capitalized terms are defined in the Terms of the Offer); RESOLVED, FINALLY, that anyone or more Directors, Officers or authorized signatories of the Company be, as he or she is hereby, authorized and directed to sign, execute and deliver for and on behalf or the Company, the foregoing enabling resolutions and any and all other agreements, undertakings, certifications and documents necessary or appropriate in connection with the Offer."

5 2 IN WITNESS WHEREOF, we have signed this Certificate on Mandaluyong City. at OM.CO A Chairman and Director Chairman of the Board of Directors' Meeting TIN RAMY{ANG Direc~~:\ TIN J(\0AA~ f ~/ FRANCISCO S. ALElo III Director TIN ;Lf}iYA Director TIN ~ MENARDO R. JIMENE Director TIN I-393 f{ /~ CANCIO c. GARCIA Director TIN I I CARME L. SANTIAGO Director TIN ATTESTED BY: a~ A~~:t:1L- ALEXAN~BjNGSON TRILLANA Corporate Secretary Secretary of the Board of Directors' Meeting TIN

6 3 FEB SUBSCRIBED AND SWORN TO before me on, at Mandaluyong City, affiants exhibiting to me their competent evidence of identity: Eduardo M. Cojuangco, Jr. Passport No. : XX : 05 June 2013 Ramon S. Ang Passport No. : XX : 26 July 2014 Francisco S. Alejo III Passport No. Menardo R. Jimenez Passport No. Carmelo L. Santiago Passport No. : XX : 03 April 2013 : XX : 02 September 2013 : XX : 18 February 2014 Cancio C. Garci a Supreme Court ID No. : Mario C. Garcia Driver's License No. : C : 02 July 2013 : Quezon City Plaridel M. Abaya 1.candro R. Mcndoza Passport No. PflSSPOlt No. : XX : 24 April 2014 : FR()? : 19 May 2015 Alexandra B. Trillana Passport No. : EA : 03 December 2014 Doe. No..1b3; PageNo.~ Book No.--.::L-; Series of 20 1I. ~ MAR\" R{)SI: S. TAl'; (::omrnis&ivn No 02 5~. I I Notary Public for Matld:d"j...r:g City Until 0"f; -,31. ::, : SMC,4{) San MJglt~I.A\'e.. ~1.'.,,-!. :.."'r:~ City Rc.ll No. 471.; ;,.-rr No.091l9~47; 01/03/11, "'1"",~,::.\''::", ',t>!.a'etm.lc Mc:mba No Q9<44,; IJIIO-4'11 M.1UtJ \..11)'

7 4 ANNEX "A" SAN MIGUEL PURE FOODS COMPANY, INC. FINAL OFFER TERM SHEET The Offer The Company, through the Joint Lead Underwriters and Sub- Underwriters, is offering up to 15,000,000 cumulative, nonvoting, non-participating, non-convertible Preferred Shares by way of primary offer in the Philippines. Par Value The Preferred Shares have a par value of R10.00 per Share. Offer Price or Issue Price The Preferred Shares shall be offered at a price of R1,000 per Share. Dividend Dividend Up Rate Rate Step- As and if dividends are declared by the Board, dividends on the Shares shall be at a fixed rate of 8.0% per annum calculated in respect of each Share by reference to the Offer Price thereof in respect of each Dividend Period. Unless the Preferred Shares are redeemed by the Company on the Optional Redemption Date, the Dividend Rate shall be adjusted thereafter to the higher of: (a) the Dividend Rate, or (b) the 10-year PDST -F rate for the date corresponding to the Optional Redemption Date plus 3.33% per annum. Conditions on Payment of Dividends The declaration and payment of dividends on each Dividend Payment Date will be subject to the sole and absolute discretion of the Board of Directors to the extent permitted by law. The Board of Directors will not declare and pay dividends on any Dividend Payment Date where (a) payment of the Dividend would cause the Company to breach any of its financial covenants or (b) the profits available to the Company to distribute as dividends are not sufficient to enable the Company to pay in full both the dividends on the Preferred Shares and the dividends on all other classes of the Company's shares that are scheduled to be paid on or before the same date as the dividends on the Preferred Shares and that have an equal right to dividends as the Preferred Shares. If the profits available to distribute as dividends are, in the Board's opinion, not sufficient to enable the Company to pay in full on the same date both dividends on the Preferred Shares and the dividends on other shares that have an equal right to dividends as the Preferred Shares, the Company is required first, to pay in full, or to set aside an amount equal to, all dividendo

8 5 scheduled to be paid on or before that dividend payment date on any shares with a right to dividends ranking in priority to that of the Preferred Shares; and second, to pay dividends on the Preferred Shares and any other shares ranking equally with the Preferred Shares as to participation in profits pro rata to the amount of the cash dividends scheduled to be paid to them. The amount scheduled to be paid will include the amount of any dividend payable on that date and any arrears on past cumulative dividends on any shares ranking equal in the right to dividends with the Preferred Shares. The profits available for distribution are, in general and with some adjustments, equal to the Company's accumulated, realized profits less accumulated, realized loss. Dividends on the Shares will be cumulative. If for any reason the Company's Board does not declare a dividend on the Shares for a dividend period, the Company will not pay a dividend on the Dividend Payment Date for that dividend period. However, on any future Dividend Payment Date on which dividends are declared, holders of the Shares must receive the dividends due them on such Dividend Payment Date as well as all dividends accrued and unpaid to the holders of the Shares prior to such Dividend Payment Date. Holders of Shares shall not be entitled to participate in any other or further dividends beyond the dividends specifically payable on the Shares. The Issuer will covenant that, in the event (a) any dividends due with respect to any Preferred Shares then outstanding for any period are not declared and paid in full when due; or (b) any other amounts payable under the Preferred Share terms and conditions described in the Prospectus are not paid in full when due for any reason: 1. It will not declare or pay any dividends or other distributions in respect of, or repurchase or redeem, securities ranking junior to Preferred Shares (or contribute any moneys to a sinking fund for the redemption of any securities ranking junior to Preferred Shares); 2. Subject to legal requirements, the Issuer will procure that no subsidiary over which the Issuer has a Controlling Participation will pay any discretionary dividends or other discretionary distributions on, or at the Issuer's discretion repurchase or redeem, any security ranking senior to the respective subsidiary's common shares other than those senior securities held by the Issuer or a wholly-owned subsidiary thereof (or

9 6 Dividend Dates Payment contribute any moneys to a sinking fund for the purposes of any such redemption). "Controlling Participation" shall refer to the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of the corporation, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of the corporation. Subject to limitations described in this Prospectus, dividends on the Shares will be payable on March 3, June 3, September 3 and December 3 of each year (each a Dividend Payment Date). The dividends on the Shares will be calculated on a 30/360-day basis and will be paid quarterly in arrears on each Dividend Payment Date, as and if declared by the Board. If the Dividend Payment Date is not a Banking Day, dividends will be paid on the next succeeding Banking Day, without adjustment as to the amount of dividends to be paid. Optional Redemption and Purchase As and if declared by the Board, the Company may redeem the Preferred Shares on the fifth anniversary from the Issue Date (the Optional Redemption Date) or on any Dividend Payment Date thereafter in whole or in part, at a redemption price equal to. the Issue Price of the Shares plus accrued and unpaid dividends for all dividend periods up to the date of actual redemption by the Company (the "Redemption Price"). Subject to the amendment of the Articles of Incorporation of the Issuer and as and if declared by the Board, the Company may also redeem the Preferred Shares on the third anniversary from the Issue Date or on any Dividend Payment Date thereafter in whole but not in part, at the Redemption Price. Subject to the amendment of the Articles of Incorporation of the Issuer, the Issuer may also redeem the Preferred Shares, in whole but not in part, at any time prior to the Optional Redemption Date if an Accounting Event, Tax Event or a Change of Control ("CoC Event") has occurred and is continuing, in each case at the Redemption Price. The Company may purchase the Shares at any time in the open market or by public tender or by private contract at any price through the PSE. The Shares so purchased may either be redeemed and cancelled (after the Optional Redemption Date) or kept as treasury shares.

10 7 No Sinking Fund The Company has not established, and currently has no plans to establish a sinking fund for the redemption of the Preferred Shares. Accounting Tax Event Event An Accounting Event shall occur if an opinion of a recognised person authorised to provide auditing services in the Republic of the Philippines has stated that there is more than an insubstantial risk that the funds raised through the issuance of the Preferred Shares may no longer be recorded as "equity" pursuant to the PFRS, or such other accounting standards which succeed PFRS, as adopted by the Republic of the Philippines, applied by the Issuer for drawing up its consolidated financial statements for the relevant financial year. A Tax Event shall occur if dividend payments become subject to any new tax as a result of certain changes in law, rule or regulation, or in the interpretation thereof, and such tax cannot be avoided by use of reasonable measures available to the Issuer. Change of Control ("CoC Event") Change of Control shall be deemed to have occurred if any person or persons acting in concert or any third person or persons acting on behalf of such person(s) at any time acquire(s) directly or indirectly a Controlling Participation in SMPFC pursuant to the Philippine laws. The Dividend Rate will be increased by 4% from the day (inclusive) falling 180 days after the day, on which a CoC Event has occurred. If a Change of Control has occurred, the Issuer may call and redeem the Preferred Shares (in whole but not in part) at their Issue Price, plus any unpaid dividend until the redemption date (exclusive). Taxation Subject to the proviso set forth below, all payments in respect of the Preferred Shares are to be made free and clear of any deductions or withholding for or on account of any future taxes or duties imposed by or on behalf of Republic of the Philippines, including but not limited to, stamp, issue, registration, documentary, value added or any similar tax or other taxes and duties, including interest and penalties. If such taxes or duties are imposed, the Issuer will pay additional amounts so that holders of the Preferred Shares will receive the full amount of the relevant payment which otherwise would have been due and payable. Provided, however, that the Issuer shall not be liable for, and the foregoing payment undertaking of the Issuer shall not apply to: (a) the applicable final withholding tax applicable on dividends earned on the Preferred Shares prescribed under the National Internal Revenue Code, (b) any expanded value added tax which may be payable by any holder of the Preferred Shares on any amount to be received from the Company under the Offer and (c) any withholding tax on any amount payable to any holder

11 8 Liquidation Rights of Preferred Shares or any entity which is a non-resident foreign corporation. Documentary stamp tax for the primary issue of the Shares and the documentation, if any, shall be for the account of the Company. The standard taxes applicable to any subsequent sale of the Preferred Shares by any holder of the Preferred Shares shall be for the account of the said holder. In the event of a return of capital in respect of the Company's winding up or otherwise (whether voluntarily or involuntarily) but not on a redemption or purchase by the Company of any of its share capital, the holders of the Preferred Shares at the time outstanding will be entitled to receive, in Pesos out of the Company's assets available for distribution to shareholders, together with the holders of any other of the Company's shares ranking, as regards repayment of capital, pari passu with the Preferred Shares and before any distribution of assets is made to holders of any class of the Company's shares ranking after the Preferred Shares as regards repayment of capital, liquidating distributions in an amount equal to the Issue Price of the Preferred Share plus an amount equal to any dividends declared but unpaid in respect of the previous dividend period and any accrued and unpaid dividends for the then-current dividend period to (and including) the date of commencement of the Company's winding up or. the date of any such other return of capital, as the case may be. If, upon any return of capital in the Company's winding up, the amount payable with respect to the Preferred Shares and any other of the Company's shares ranking as to any such distribution pari passu with the Preferred Shares are not paid in full, the holders of the Preferred Shares and of such other shares will share ratably in any such distribution of the Company's assets in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of the Preferred Shares will have no right or claim to any of the Company's remaining assets and will not be entitled to any further participation or return of capital in a winding up. Form, Title and Registration of the Preferred Shares The Preferred Shares will be issued in scripless form through the electronic book-entry system of SMC Stock Transfer Service Corporation as Registrar for the Offer, and lodged with PDTC as Depository Agent on Listing Date through PSE Trading Participants nominated by the Applicants. Applicants shall indicate in the proper space provided for in the Application Form the name of the PSE Trading Participant under whose name their Shares will be registered.

12 9 After Listing Date, Shareholders may request the Registrar, through their nominated PSE Trading Participant, to (a) open a scripless registry account and have their holdings of the Preferred Shares registered under their name ("name-on-registry account"), or (b) issue stock certificates evidencing their investment in the Preferred Shares. Any expense that will be incurred in relation to such registration or issuance shall be for the account of the requesting Shareholder. Legal title to the Shares will be shown in an electronic register of shareholders (the "Registry of Shareholders") which shall be maintained by the Registrar. The Registrar shall send a transaction confirmation advice confirming every receipt or transfer of the Preferred Shares that is effected in the Registry of Shareholders (at the cost of the requesting Shareholder). The Registrar shall send (at the cost of the Company) at least once every year a Statement of Account to all Shareholders named in the Registry of Shareholders, except certificated Shareholders and Depository Participants, confirming the number of Shares held by each Shareholder on record in the Registry of Shareholders. Such Statement of Account shall serve as evidence of ownership of the relevant Shareholder as of the given date thereof. Any request by Shareholders for certifications, reports or other documents from the Registrar, except as provided herein, shall be for the account of the requesting Shareholder. Selling and Transfer Restrictions Initial placement of the Preferred Shares and subsequent transfers of interests in the Preferred Shares shall be subject to normal selling restrictions for listed securities as may prevail in the Philippines from time to time. Enabling Listing Governing Resolutions Law The Board of Directors of the Company shall, pursuant to Article SEVENTH of the Articles of Incorporation as amended, issue an Enabling Resolution/s incorporating the Preferred Share terms agreed upon, and stating that the terms shall not be amended, repealed, or revised without the affirmative vote of at least 2/3 of the holders of the Preferred Shares then outstanding; provided, however, that an amendment to authorize a redemption of the Preferred Shares (i) on the third anniversary from the Issue Date or any Dividend Payment Date thereafter or (ii) at any time prior to the Optional Redemption Date if an Accounting Event, Tax Event or a CoC Event has occurred and is continuing shall only require the affirmative vote of at least 2/3 of the outstanding capital stock of the Issuer. The Preferred Shares are expected to be listed on the PSE on March 3, The Preferred Shares will be issued pursuant to the laws of the Republic of the Philippines.

13 10 Other Terms Offer Period of the Offer The Offer Period shall commence at 9:00 a.m. on February 14, 2011 and end at 12:00 noon on February 25, The Company and the Joint. Lead Underwriters reserve the right to extend or terminate the Offer Period with the approval of the SEC and the PSE. Applications to subscribe to the Preferred Shares (each an "Application") must be received by the Receiving Agent, not later than 11:00 a.m., Manila time on February 24, 2011 if filed through a Selling Agent or a Sub-Underwriter, or not later than 12:00 noon Manila time on February 25, 2011 if filed directly with the Joint Lead Underwriters. Applications received thereafter or without the required documents and/or full payments will be rejected. Application shall be considered irrevocable upon submission to any Selling Agent, and shall be subject to the terms and conditions of the Offer as stated in this Prospectus and in the application to subscribe and purchase form (the "Application Form"). Minimum Subscription to the Preferred Shares Eligible Investors Each Application shall be for a rmrumurn of 50 Shares, and thereafter, in multiples of 10 Shares. No Application for multiples of any other number of Shares will be considered. The Preferred Shares may be owned or subscribed to by any person, partnership, association or corporation regardless of nationality. In addition, under certain circumstances the Company may reject an Application or reduce the number of Preferred Shares applied for subscription or purchase. Procedure Application for Subscription to the Preferred Shares may be restricted in certain jurisdictions. Foreign investors interested in subscribing or purchasing the Preferred Shares should inform themselves of the applicable legal requirements under the laws and regulations of the countries of their nationality, residence or domicile, and as to any relevant tax or foreign exchange control laws and regulations affecting them personally. Foreign investors, both corporate and individual, warrant that their purchase of the Preferred Shares will not violate the laws of their jurisdiction and that they are allowed to acquire, purchase and hold the Preferred Shares. Application Forms may be obtained from any of the Joint Lead Underwriters and Sub-Underwriters. All Applications shall be evidenced by the Application Form, duly executed in each case by an authorized signatory of the applicant and accompanied by two (2) completed signature cards, the corresponding payment for the Shares covered by the Application and all other required documents including documents required for registry with the

14 11 Registrar and Depository Agent. The duly executed Application Form and required documents should be submitted to the Joint Lead Underwriters, Sub-Underwriters or Selling Agents on or prior to the set deadline for submission of Applications for Underwriters and Selling Agents, respectively. If the Applicant is a corporation, partnership, or trust account, the Application must be accompanied by the following documents: a. a certified true copy of the Applicant's latest articles of incorporation and by-laws and other constitutive documents, each as amended to date, duly certified by the corporate secretary; b. a certified true copy of the Applicant's SEC certificate of registration, duly certified by the corporate secretary; and c. a duly notarized corporate secretary's certificate setting forth the resolution of the Applicant's board of directors or equivalent body authorizing the purchase of the Preferred Shares indicated in the application, the designated signatories authorized for the purpose, including their respective specimen signatures. Payment for the Preferred Shares The Issue Price of the Preferred Shares must be paid in full upon submission of the Application. Payment shall be in the form of a Metro Manila clearing Cashier's/Manager's or corporate check or personal check drawn against a bank account with a Bangko Sentral ng Pilipinas-authorized agent bank located in Metro Manila and dated as of the date of submission of the Application Form covering the entire number of Offer Shares covered by the same Application. Checks should be made payable to "SMPFC Preferred Shares Offer". Cash payments will not be accepted. Applicants submitting their application to any of the Joint Lead Underwriters or Sub-Underwriters may remit payment for their Preferred Shares through the Real Time Gross Settlement facility of the BSP to the Joint Lead Underwriter to whom such application was submitted or via direct debit to their deposit account maintained with the Joint Lead Underwriter or Sub- Underwriter. Acceptance/Rejectio n of Applications The actual number of Preferred Shares that an Applicant will be allowed to subscribe to is subject to the confirmation of the Joint Lead Underwriters. The Company reserves the right to accept or reject, in whole or in part, or to reduce any Application due to any grounds specified in the Underwriting Agreement entered into by the Company. Applications which were unpaid or where payments were insufficient and those that do not comply with the terms of the Offer shall be rejected. Moreover, any payment received pursuant to the Application does not mean approval or

15 12 acceptance by the Company of the Application. An Application, when accepted, shall constitute an agreement between the Applicant and the Company for the subscription to the Preferred Shares at the time, in the manner and subject to terms and conditions set forth in the Application Form and those described in this Prospectus. Notwithstanding the acceptance of an Application by the Company, the actual subscription by the Applicant for the Preferred Shares will become effective only upon listing of the Preferred Shares on the PSE and upon the obligations of the Underwriters under the Underwriting Agreement becoming unconditional and not being suspended, terminated or cancelled, on or before the Listing Date, in accordance with the provision of the said agreement. If such conditions have not been fulfilled on or before the periods provided above, all Application payments will be returned to the Applicants without interest. Refunds of Application Payments Tentative Listing and Trading Date In the event that the number of Preferred Shares to be allotted to an Applicant, as confirmed by an Underwriter, is less than the number covered by its Application, or if an Application is wholly or partially rejected by the Company, then the Company shall refund, without interest, within five (5) Banking Days from the end of the Offer Period, all, or a portion of the payment corresponding to the number of Preferred Shares wholly or partially rejected. All refunds shall be made through the Joint Lead Underwriters or Selling Agent with whom the Applicant has filed the Application. The Preferred Shares are expected to be listed on the PSE on March 3, Trading of the Preferred Shares shall commence on the same date. Shareholders may trade their Preferred Shares by giving appropriate written instructions to any PSE Trading Participant. Receiving Agent SMC Stock Transfer Service Corporation Registrar Agent and Paying SMC Stock Transfer Service Corporation