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CAC Def IS 2013 Feb SSM v 1.21.13...Floor, Ortigas Building, Ortigas Avenue corner Meralco Avenue, Pasig City. The complete mailing address of the Corporation is 9 th Floor, Ortigas

Feb 10, 2021

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  • SECURITIES AND EXCHANGE COMMISSION

    SEC FORM 20-IS

    INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

    1. Check the appropriate box:

    [ ] Preliminary Information Statement [x] Definitive Information Statement

    2. CONCRETE AGGREGATES CORP. Name of Registrant as specified in its charter 3. Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number 36140 5. BIR Tax Identification Code 000-201-881 6. 9th Floor, Ortigas Building

    Ortigas Avenue, Pasig City 1600 Address of principal office Postal Code

    7. (02) 631-1231 /Fax no.: 631-6517 Registrant’s telephone number, including area code 8. February 15, 2013, 8:30 a.m.

    2nd Floor, Ortigas Building, Ortigas Avenue, Pasig City Date, time and place of the meeting of security holders

    9. January 24, 2013

    Approximate date on which the Definitive Information Statement is first to be sent or given to security holders

    10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of

    the RSA: Number of Shares of Common Stock

    Title of Each Class Outstanding or Amount of Debt Outstanding

    Common Shares 27,466,449 11. Are all of registrant's securities listed in The Philippine Stock Exchange? Yes ___√___ No _______

  • INFORMATION REQUIRED IN INFORMATION STATEMENT

    GENERAL INFORMATION Date, time and place of meeting of security holders.

    The Special Stockholders’ Meeting of Concrete Aggregates Corporation (hereinafter referred to as “CAC” or “the Corporation” or “the Company”) will be held on February 15, 2013, 8:30 a.m. at the 2nd Floor, Ortigas Building, Ortigas Avenue corner Meralco Avenue, Pasig City.

    The complete mailing address of the Corporation is 9th Floor, Ortigas Building, Ortigas Avenue, Pasig City to which proxies and other communications regarding the Special Stockholders’ Meeting may be sent. The date on which copies of the Definitive Information Statement will be sent to the stockholders of record is no later than January 24, 2013. Dissenters' Right of Appraisal Any stockholder of the Corporation may exercise his/her appraisal right against any proposed corporate action which qualifies as an instance under Section 81 or other provisions of the Corporation Code that gives rise to the exercise of such appraisal right pursuant to and in the manner provided in Section 82 of the Corporation Code, to wit:

    “SEC. 81. Instances of appraisal right. – Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances:

    1. In case any amendment to the articles of incorporation has the effect of

    changing or restricting the rights of any stockholder or class of shares, or authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

    2. In case of sale, lease, exchange, transfer, mortgage, pledge or other

    disposition of all or substantially all of the corporate property and assets as provided in this Code; and

    3. In case of merger or consolidation.

    “SEC. 82. How right is exercised. – The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares: Provided, That failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed corporate action is implemented or effected, the corporation shall pay to such stockholder, upon surrender of the certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action.

    1

  • “If within a period of sixty days (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraiser shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made: Provided, That no payment shall be made to any dissenting stockholder unless the corporation had unrestricted retained earnings in its books to cover such payment; and Provided, further, That upon payment by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the corporation.”

    No matter shall be referred to the stockholders for approval during the Special Stockholders’ Meeting on February 15, 2013 that will give rise to the exercise by any of the stockholders of their appraisal right. Proxy Form and Proxy Solicitation The Company does not intend to undertake any proxy solicitation activity for the Special Stockholders’ Meeting on February 15, 2013. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

    If approved by the stockholders, the special bonus in the total amount of Five Hundred Thousand Pesos (P500,000.00) shall be granted to non-executive directors of the Company, to be shared equally among them. Other than the foregoing, none of the Company’s directors, officers or their respective associates for this year or for the last fiscal year have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon during the Special Stockholders’ Meeting on February 15, 2013.

    As of the filing of this Information Statement, no director of the Company has given written

    notice to the Company that he/she intends to oppose the matters to be taken up for stockholders’ approval during the Special Stockholders’ Meeting on February 15, 2013.

    CONTROL AND COMPENSATION INFORMATION

    Voting Securities and Principal Holders Thereof The following table indicates the number of shares outstanding for each class of shares of the Corporation. Each share is entitled to one vote.

    Title of Each Class Number of Outstanding Shares Common 27,466,449 shares

    The above information is accurate as of the record date, January 8, 2013. Only stockholders of record as of the record date, January 8, 2013, shall be entitled to notice and to vote at the Special Stockholders’ Meeting on February 15, 2013.

    2

  • Security Ownership of certain Beneficial Owners

    Title of

    Class

    Name & address of record owner and (Relationship with

    Issuer)

    Name of Beneficial Owner and

    (Relationship with Record

    Owner)

    Citizenship

    No. of Shares Held

    % of class

    Class “A” and

    “B”

    Ortigas & Company, Limited Partnership

    9th flr, Ortigas Bldg., Ortigas Ave., Pasig City

    (Security Holder)

    Ortigas & Company, Limited

    Partnership (Same Entity)

    Filipino 21,007,588 76.48

    Class “A”

    Ramon E. Rodriguez, Temple Drive, Greenmeadows,

    Quezon City (Security Holder)

    Ramon E. Rodriguez

    (Same Person)

    Filipino 2,309,939 8.41

    The above information is accurate as of the record date, January 8, 2013.

    The voting powers of Ortigas & Company Limited Partnership (“OCLP”) reside with the duly authorized person who is designated to attend the Stockholders’ Meeting. The Corporation will only know who will represent OCLP at the Stockholders’ Meeting when OCLP’s representative attends the meeting. There has been no change in the control of the Corporation since the beginning of the last fiscal year. There are currently no arrangements which may result in a change in control of the registrant. Security Ownership of Management Board of Directors

    Class Name of Beneficial Owner

    Amount and Nature of Beneficial Ownership

    Citizenship % of Class

    Class A J. Rowell L. Recinto (Chairman)

    1 (direct) Filipino Negligible

    Class A Emmanuel A. Rapadas (Director, President & General Manager)

    1 (direct) Filipino Negligible

    Class A Francisco M. Ortigas III (Director)

    1 (direct) 314 (under

    PCD)

    Filipino Negligible

    Class A Jose C. Rodriguez IV (Director, Treasurer)

    319 (direct) Filipino Negligible

    Class A Jaime M. Ortigas (Director) 100 (direct) Filipino Negligible Class A Alberto M. Montilla (Director) 126 (direct) Filipino Negligible Class A Jose Luis O. Montilla (Director) 1 (direct) Filipino Negligible Class A Ma. Victoria B. Ortigas-Borromeo

    (Director) 100 (direct) Filipino Negligible

    Class A Roberto M. Paterno 1 (direct) Filipino Negligible

    3

  • Class Name of Beneficial Owner

    Amount and Nature of Beneficial Ownership

    Citizenship % of Class

    (Independent Director) Class A Samson C. Lazo

    (Independent Director) 1 (direct) Filipino Negligible

    Total 965 Negligible The above information is accurate as of the record date, January 8, 2013. The aggregate ownership of all incumbent Directors as a group would total 965 shares, considered negligible compared to the total amount of outstanding shares. Voting Trust Holders of 5% or more No voting trust arrangements exist with respect to the Special Stockholders’ Meeting on February 15, 2013. Compensation of Directors and Executive Officers

    The directors of the registrant receive a negligible amount by way of per diem allowance for each Board meeting attended. Each director receives a per diem of P7,500 per board meeting and a per diem of P5,000 for each committee meeting attended. Regular board meetings are held quarterly while committee meetings are held in accordance with the specific committee’s charter with additional meetings held as needed. The total annual per diems and allowances for 2012 was P0.20 million.

    The Company has adopted a Compensation Policy for Directors and Officers which was

    unanimously approved by its stockholders on November 11, 2008. Except as otherwise stated in this Information Statement, none of the incumbent directors of the

    Company serve in any other capacity whether as consultant or otherwise. Neither is there any contract, employment or compensatory plan between the Company and any director or named executive officer.

    The following tables indicate the compensation received by the Company’s key management personnel and directors for the last two (2) fiscal years and their estimated compensation for the ensuing fiscal year, to wit:

    Summary Compensation Tables

    A. Key Management Personnel

    Name and Principal Position Year Salary Bonus Other Annual Compensation Emmanuel A. Rapadas* President & General Manager

    Actual 2011 Actual 2012 Estimated

    2013

    P0.00 P0.00 P0.00

    P0.00 P0.00 P0.00

    P0.00 P0.00 P0.00

    Michael David I. Abundo III* Vice-President, Corporate Secretary and Compliance Officer Ceasar D. Buenaventura* Head of Finance Ronilo B. Quiat* Special Projects Head Dominic A. Acevedo*

    4

  • Assistant Corporate Secretary

    Jose C. Rodriguez IV** Treasurer

    Actual 2011 Actual 2012 Estimated

    2013

    P0.00 P0.00 P0.00

    P0.00 P0.00 P0.00

    P0.00 P0.00 P0.00

    Desiderio Fuerte Jr. Planning & Engineering Manager

    Actual 2011 Actual 2012 Estimated

    2013

    P882,000.00 P934,740.00

    P1,019,240.00

    P147,000.00 P157,290.00 P169,873.00

    P55,250.00 P102,000.00 P102,000.00

    * These executive officers of the Company perform services for the Company pursuant to the Management

    Agreement1 between the Company and OCLP and do not receive any form of compensation from the Company for their services. Pursuant to the terms of the Management Agreement, the Company pays a monthly management fee to OCLP for the management services rendered by OCLP thereunder. The Company paid management fees to OCLP in the total amount of P1.29 million in 2011 and P1.36 million in 2012, and will pay an estimated amount of P1.42 million in 2013.

    ** Mr. Rodriguez is also a Director of the Company and receives the regular per diems and other compensation, if any, received by all Directors. He does not receive any additional compensation for acting as the Treasurer of the Company.

    B. Board of Directors

    Year Per Diems Bonus Other Annual Compensation

    All directors as a group unnamed

    Actual 2011 P257,500.00 P0.00 P0.00 Actual 2012 P197,500.00 P0.00 P0.00 Estimated

    2013 P322,500.00 P0.00 P0.00

    Compensation Plans In accordance with the Compensation Policy for Directors and Officers of the Company which was approved by its stockholders on November 11, 2008, the Board of Directors, at its regular meeting held on November 29, 2012, approved the grant of a special bonus to non-executive directors of the Company in the total amount of Five Hundred Thousand Pesos (P500,000.00), to be shared equally among them. The non-executive directors of the Company who will receive the special bonus are the following:

    1. Francisco M. Ortigas III 2. Jose C. Rodriguez IV 3. Jaime M. Ortigas 4. Alberto M. Montilla 5. Jose Luis O. Montilla 6. Ma. Victoria B. Ortigas-Borromeo 7. Roberto M. Paterno 8. Samson C. Lazo

    Pursuant to the Compensation Policy for Directors and Officers of the Company, the grant of this special bonus to non-executive directors of the Company shall be submitted to the Company’s stockholders for approval during the Special Stockholders’ Meeting on February 15, 2013.

    1 The Company has an existing Management Agreement with OCLP which provides for the general management and overall supervision of the affairs and business operations of the Company by OCLP. The term of the Management Agreement is five years commencing on November 1, 2010.

    5

  • ISSUANCE AND EXCHANGE OF SECURITIES There are no actions relating to the issuance and exchange of any of the Company’s securities that will be presented to the stockholders during the Special Stockholders’ Meeting on February 15, 2013.

    OTHER MATTERS Other than the special bonus referred to above, no other matters will be presented for consideration of the stockholders during the Special Stockholders’ Meeting on February 15, 2013. Voting Procedures Generally, a vote by stockholders, present in person or by proxy and entitled to vote, representing a majority of the Corporation’s outstanding capital stock is required for the approval of any corporate act. The exception is when the law provides for a higher vote requirement. Votes of stockholders present are counted by identifying raised hands for yes or no on certain matters brought to the attention of, for a vote of approval/ratification or otherwise, by the stockholders in person or by proxy, or if in the case of a corporate stockholder, through its duly designated representative. Prior to the Special Stockholders’ Meeting, Notices with Agenda were sent to the stockholders. Should any stockholder decide to issue a proxy, the same is required to be submitted to the Corporate Secretary or the Assistant Corporate Secretary for validation. During the registration and before the meeting commences, the attendees sign up on a list where their respective shares are displayed so a determination can be made right away as to quorum purposes and what percentage of the total and outstanding shares is in favor or not with respect to a certain matter discussed. During the meeting, the Corporate Secretary or the Assistant Corporate Secretary shall be responsible for counting the votes on matters to be voted upon by the stockholders.

    6

  • ADPB4CC.tmpCONCRETE AGGREGATES CORP.SEC FORM 20-IS________________________________________________________SEC FORM 20-IS Address of principal office Postal CodeINFORMATION REQUIRED IN INFORMATION STATEMENT

    Title of Class