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 8, 2021
2. SEC Identification Number
152661
3. BIR Tax Identification No.
000444840
4. Exact name of issuer as specified in its charter
City & Land Developers, Incorporated
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
3/F Cityland Condominium 10 Tower I, 156 H.V. Dela Costa St., Makati CityPostal Code1226
8. Issuer's telephone number, including area code
02-88936060
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
Unclassified Common Shares
1,431,785,284
11. Indicate the item numbers reported herein
Item no. 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.
City & Land Developers, IncorporatedLAND
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
Declaration of 5% Stock Dividends
Background/Description of the Disclosure
In a special meeting of the Board of Directors on April 26, 2021, and subsequently at the Annual Stockholders' Meeting on June 08, 2021, the stockholders approved and ratified the following matters:
1) Declaration of 5% Stock Dividends from the unappropriated retained earnings as of December 31, 2020 which will come from an increase in authorized capital stock. Record date of the stock dividends shall be fixed by the Securities and Exchange Commission after clearance and approval. No fractional shares will be issued.
2) To increase its authorized capital stock from 1,435,000,000 shares to 1,715,000,000 shares with par value of Php 1.00 per share; and
3) To cause the amendment of the Articles of Incorporation to increase the authorized capital stock to 1,715,000,000 shares with par value of Php 1.00 per share.
Date of Approval by Board of Directors
Apr 26, 2021
Date of Approval by Stockholders
Jun 8, 2021
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
SEVENTH - CAPITAL STOCK
That the capital stock of the Corporation is ONE BILLION FOUR HUNDRED THIRTY FIVE MILLION PESOS (1,435,000,000), Philippine Currency, to be divided into ONE BILLION FOUR HUNDRED THIRTY FIVE MILLION (1,435,000,000) unclassified common shares with a par value of ONE PESO (P1.00) per share.
That the capital stock of the Corporation is ONE BILLION SEVEN HUNDRED FIFTEEN MILLION PESOS (1,715,000,000), Philippine Currency, to be divided into ONE BILLION SEVEN HUNDRED FIFTEEN MILLION (1,715,000,000) unclassified common shares with a par value of ONE PESO (P1.00) per share.
Rationale for the amendment(s)
Declaration of 5% Stock Dividends from the unappropriated retained earnings as of December 31, 2020 which will come from an increase in authorized capital stock.
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
Declaration of 5% Stock Dividends from the unappropriated retained earnings as of December 31, 2020 which will come from an increase in authorized capital stock.
Other Relevant Information
The amendment was made to disclose that during the Annual Stockholders' Meeting held today, June 08, 2021 at 4:00PM, the stockholders approved and ratified the increase in its authorized capital stock from 1,435,000,000 shares to 1,715,000,000 shares with par value of Php 1.00 per share; and to cause the amendment of the Articles of Incorporation to increase the authorized capital stock to 1,715,000,000 shares with par value of Php 1.00 per share.