C06539-2017

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 3, 2017
2. SEC Identification Number
11840
3. BIR Tax Identification No.
000-100-341-000
4. Exact name of issuer as specified in its charter
SAN MIGUEL PURE FOODS COMPANY INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
23/F, THE JMT CORPORATE CONDOMINIUM, ADB AVE., ORTIGAS CENTER, PASIG Postal Code 1605
8. Issuer's telephone number, including area code
(632) 317-5000
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common (PF) 166,667,096
Preferred (PFP2) 15,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

San Miguel Pure Foods Company, Inc.PF

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to the Articles of Incorporation (AOI)
Background/Description of the Disclosure

SMPFC Board of Directors' approval of amendments to AOI
Date of Approval by
Board of Directors		 Nov 3, 2017
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Article II Please see details under Other Relevant Information section. Please see details under Other Relevant Information section.
Article I That the name of the said corporation shall be SAN MIGUEL PURE FOODS COMPANY INC. (formerly PURE FOODS CORPORATION). That the name of the said corporation shall be the SAN MIGUEL FOOD AND BEVERAGE, INC. (formerly SAN MIGUEL PURE FOODS COMPANY INC.) (formerly PURE FOODS CORPORATION).
Article VII That the amount of capital stock of said corporation is TWO BILLION FOUR HUNDRED SIXTY MILLION PESOS (P2,460,000,000.00), Philippine Currency, and said capital stock is divided into TWO HUNDRED SIX MILLION (206,000,000) common shares with a par value of TEN PESOS (P10.00) each, and FORTY MILLION (40,000,000) preferred shares with a par value of TEN PESOS (P10.00) per share. xxx That the amount of capital stock of said corporation is TWO BILLION FOUR HUNDRED SIXTY MILLION PESOS (P2,460,000,000.00), Philippine Currency, and said capital stock is divided into TWO BILLION SIXTY MILLION (2,060,000,000) common shares with a par value of ONE PESO (P1.00) each, and FORTY MILLION (40,000,000) preferred shares with a par value of TEN PESOS (P10.00) per share. xxx
Article VII xxx There shall be no pre-emptive rights to the issuance of common shares out of the increase in authorized capital stock of the Corporation from One Billion Four Hundred Sixty Million Pesos (P1,460,000,000.00) to Two Billion Four Hundred Sixty Million Pesos (P2,460,000,000.00) after the issuance of any stock dividends to existing shareholders of the Corporation. (As amended on March 12, 2010.) There shall be no pre-emptive rights to the issuance of any and all of the preferred shares. (As amended on November 3, 2010.) xxx There shall be no pre-emptive rights to the issuance of any and all of the preferred shares. (As amended on November 3, 2010.) There shall be no pre-emptive rights for issuances or dispositions of any and all of the common shares.
Article VII To be filed with the SEC after it approves the amendment to reduce the par value of common shares: That the amount of capital stock of said corporation is TWO BILLION FOUR HUNDRED SIXTY MILLION PESOS (P2,460,000,000.00), Philippine Currency, and said capital stock is divided into TWO BILLION SIXTY MILLION (2,060,000,000) common shares with a par value of ONE PESO (P1.00) each, and FORTY MILLION (40,000,000) preferred shares with a par value of TEN PESOS (P10.00) per share. Xxx That the amount of capital stock of said corporation is TWELVE BILLION PESOS (P12,000,000,000.00), Philippine Currency, and said capital stock is divided into ELEVEN BILLION SIX HUNDRED MILLION (11,600,000,000) common shares with a par value of ONE PESO (P1.00) each, and FORTY MILLION (40,000,000) preferred shares with a par value of TEN PESOS (P10.00) per share. Xxx
Rationale for the amendment(s)

The Board of Directors approved the change/expansion in primary purpose of the Company to include the engagement in the alcoholic and non-alcoholic beverage business. As a consequence of the expanded primary purpose, the corporate name of the Company was also changed to represent that it is now a corporation engaged in the food and beverage business. The reduction in par value of common shares is intended to substantially deepen the trading liquidity of the Company’s shares and broaden the shareholder base towards retail investors. The denial of pre-emptive rights for issuances or dispositions of common shares is intended to consolidate denials of pre-emptive rights effected in relation to common shares via previous amendments to the Articles of Incorporation and simplify the statement on such denial of pre-emptive rights.

The Board of Directors further approved the acquisition by the Company of all San Miguel Brewery Inc. and Ginebra San Miguel, Inc. common shares owned by San Miguel Corporation (SMC) in exchange for new common shares to be issued by the Company in favor of SMC as consideration for those shares (the “Share Swap Transaction”). The Company will thus need to increase its authorized capital stock in order for it to have enough new common shares to cover such issuance to SMC.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendments to the primary purpose and corporate name will result in the Company being authorized to engage in the beverage business, and representing itself to the public as now being a food and beverage corporation. The reduction in par value will result in the common shares being split into 10 common shares for every 1 common share of the authorized capital stock of the Company, or from 206,000,000 common shares with a par value of P10.00 per share, to 2,060,000,000 common shares with a par value of P1.00 per share.

After the SEC approves the amendments to deny pre-emptive rights for issuances of common shares and reduce the par value of common shares, and the Company’s authorized capital stock is increased, it can and will have enough common shares to issue to SMC for the Share Swap Transaction, as well as conduct a subsequent follow-on share offering to comply with the minimum public ownership requirement of the Exchange.
Other Relevant Information

Please note that Article II on the Company's Primary purpose will be amended as follows:
FROM:
That the purpose for which such corporation is formed, is as follows, to wit:

PRIMARY PURPOSE

To can, preserve, prepare, process, manufacture, pack, repack, market, distribute, ship and sell meats, fish, fruits, vegetables, cereals, and their by-products; to buy, import, sell, export, and trade in such products; to buy or otherwise acquire, can, preserve, process, manufacture, market, prepare for market, sell, deal in, deal with, import and export food and food products of every class and description, fresh, canned or preserved or otherwise, and all food and other preparations; to own, acquire, pledge, buy, sell, convey, assign and transfer meats, fish, fruits, cereals, grains, foods, and vegetables and their by-products, goods and merchandise, real and personal property of every kind or description, which may be incidental in carrying out the business of the corporation.

Xxx.

TO:
That the purpose for which such corporation is formed, is as follows, to wit:

PRIMARY PURPOSE

To can, preserve, prepare, process, manufacture, pack, repack, market, distribute, ship and sell meats, fish, fruits, vegetables, cereals, and their by-products; to buy or otherwise acquire, can, preserve, process, manufacture, market, prepare for market, sell, deal in, deal with, import and export food and food products of every class and description, fresh, canned or preserved or otherwise, and all food and other preparations; to manufacture fermented and malt-based beverages, particularly beer of all kinds and classes, beer yeast (cerevicina), malt extract and carbonic gas, as well as to distill, rectify, manufacture and bottle wines, spirits, essences, whiskeys, gins, liquors and other alcoholic drinks, alcohol and alcohol-based, alcohol related or allied products, water and water-based beverages, and other non-alcoholic beverages, of all kinds and classes, prepare, purchase and sell malt, barley and other cereals, flour, yeast and other products which might be used in connection with the said business or manufacture; to buy, import, sell, export, and trade in such food and beverage products, including raw materials therefor; to own, acquire, pledge, buy, sell, convey, assign and transfer meats, fish, fruits, cereals, grains, foods, and vegetables and their by-products, alcoholic and non-alcoholic beverages, goods and merchandise, real and personal property of every kind or description, which may be incidental in carrying out the business of the corporation.

Xxx.
Filed on behalf by:
Name Zenaida Postrado
Designation VP & Chief Finance Officer