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)
Jun 9, 2017
2. SEC Identification Number
A200110402
3. BIR Tax Identification No.
213-054-503
4. Exact name of issuer as specified in its charter
SBS PHILIPPINES CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10 RESTHAVEN STREET, SAN FRANCISCO DEL MONTE, QUEZON CITYPostal Code1105
8. Issuer's telephone number, including area code
(02) 371 1111
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 SHARES
1,169,040,400
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.
SBS Philippines CorporationSBS
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Organizational Meeting of the Board of Directors
Background/Description of the Disclosure
In the Organizational Meeting of the Board of Directors held on June 9, 2017 after the Annual Shareholders’ Meeting, the Board approved the following appointments:
1. Appointment of members of the following Board Committees: Executive Committee, Audit, Risk Oversight and Related Party Transaction Committee, and Corporate Governance, Nomination and Remuneration Committee; and
2. Election of officers for the term 2017-2018
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Position/Designation
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
NECISTO U. SYTENGCO
CHAIRMAN OF THE BOARD
42,254,600
436,454,785
Held by members of officer's immedate family sharing the same household and by companies of which the officer is a controlling shareholder
GERRY D. TAN
PRESIDENT & CHIEF EXECUTIVE OFFICER
25,000
0
N/A
ESMERALDO A. TEPACE
EVP, CHIEF OPERATING OFFICER & CHIEF RISK OFFICER
180,400
0
N/A
VICTORINA B. LADRINGAN
EVP & CHIEF INVESTMENTS OFFICER
772,000
0
N/A
AYLENE Y. SYTENGCO
CHIEF FINANCIAL OFFICER & TREASURER
7,984,200
62,309,000
Held by members of the officer's immediate family sharing the same househol and by a company that is controlled by the officer
NECISTO Y. SYTENGCO II
SENIOR VICE PRESIDENT FOR MARKETING OPERATIONS & ASSISTANT TREASURER
4,075,000
15,000,000
Held by a corporation of which such officer is a controlling shareholder (Aveluz Holdings Corporation
LALI Y. SYTENGCO
VICE PRESIDENT FOR PURCHASING
2,132,300
40,111,700
Held by members of the officer's immediate family sharing the same household
CHRISTINE P. BASE
CORPORATE SECRETARY
0
0
N/A
REGINA SIMONA B. DE GUZMAN
GENERAL COUNSEL & COMPLIANCE OFFICER
50,000
0
N/A
JENNIFER B. BALAO
AVP & ACCOUNTING HEAD
15,000
0
N/A
SABRINA ADAMELLE POON-SYTENGCO
INVESTOR RELATIONS OFFICER
0
4,075,000
Held by a member of the officer's immediate family sharing the same household
EMERSON P. PAULINO
INTERNAL AUDITOR
0
0
N/A
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
EXECUTIVE COMMITTEE
NECISTO U. SYTENGCO
NON-EXECUTIVE DIRECTOR
EXECUTIVE COMMITTEE
GERRY D. TAN
EXECUTIVE DIRECTOR
EXECUTIVE COMMITTEE
ESMERALDO A. TEPACE
EXECUTIVE DIRECTOR
EXECUTIVE COMMITTEE
VICTORINA B. LADRINGAN
EXECUTIVE DIRECTOR
EXECUTIVE COMMITTEE
AYLENE Y. SYTENGCO
EXECUTIVE DIRECTOR
EXECUTIVE COMMITTEE
NECISTO Y. SYTENGCO II
EXECUTIVE DIRECTOR
AUDIT, RISK OVERSIGHT AND RELATED PARTY TRANSACTION COMMITTEE
LILIAN S. LINSANGAN
INDEPENDENT DIRECTOR
AUDIT, RISK OVERSIGHT AND RELATED PARTY TRANSACTION COMMITTEE
ROSALEO M. MONTENEGRO
INDEPENDENT DIRECTOR
AUDIT, RISK OVERSIGHT AND RELATED PARTY TRANSACTION COMMITTEE
RICARDO NICANOR N. JACINTO
NON-EXECUTIVE DIRECTOR
AUDIT, RISK OVERSIGHT AND RELATED PARTY TRANSACTION COMMITTEE
VICTORINA B. LADRINGAN
EXECUTIVE DIRECTOR
AUDIT, RISK OVERSIGHT AND RELATED PARTY TRANSACTION MANAGEMENT COMMITTEE
AYLENE Y. SYTENGCO
EXECUTIVE DIRECTOR
CORPORATE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE
ROSALEO M. MONTENEGRO
INDEPENDENT DIRECTOR
CORPORATE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE
LILIAN S. LINSANGAN
INDEPENDENT DIRECTOR
CORPORATE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE
RICARDO NICANOR N. JACINTO
NON-EXECUTIVE DIRECTOR
CORPORATE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE
VICTORINA B. LADRINGAN
EXECUTIVE DIRECTOR
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
The Board of Directors in its regular meeting held on June 9, 2017 after its Organizational Meeting approved the following matters:
1. Approved to fix the record date for the stock dividends for June 29, 2017 and the payment date thereof for July 17, 2017;
2. Approved the offering for subscription (the “Offer”) of up to 845,487,000 common shares (the “Rights Shares” or “Offer Shares”) with a par value of P1.00 per share (the “Common Shares”) of Corporation by way of a rights offering to registered holders of the Corporation’s common shares, to be listed in two tranches composed of
(i) existing unissued Common Shares to be subscribed by the Public (the “Public Rights Shares”), and
(ii) to be created Common Shares upon approval of the SEC of the application to increase authorized capital stock, to be offered to Anesy Holdings Corporation and its Related Parties composed of the Sytengco Family (the “Non-Public Rights Shares”) through the underwriter.
The proposed stock rights issue (the “Rights Offering” or the “Issue”) is intended to raise proceeds of up to P3.95 billion through the issuance of up to 845,487,000 common shares (“Rights Shares”).
The net proceeds from the RIghts Offer will be used by the Company to (i) support the capital requirements of its subsidiary, SBS Holdings and Enterprises Corporation, (ii) prepay a term loan, (iii) expand distribution network and (iv) provide for general working capital requirements.
Other Relevant Information
none
Filed on behalf by:
Name
Sabrina Adamelle Poon-Sytengco
Designation
Corporate Information Officer and Investor Relation Officer