Main Office: Maharlika Hi-Way, Banga 1 st Plaridel, Bulacan Manila Office: Level 5, Tower 2, The Enterprise Center, 6766 Ayala Avenue Corner Paseo de Roxas, Makati City Telephone: (044) 670-1492 / 670-0693 / 795-0136 Fax: (044) 795-1979 Website: www.calatacorp.com 17 July 2013 MS. JANET A. ENCARNACION Head, Disclosure Department Philippine Stock Exchange, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City Dear Ms. Encarnacion, Pursuant to the Revised Disclosure Rules of the Philippine Stock Exchange (the “Exchange”), please find attached Current Report (SEC Form 17-C) filed with the Securities and Exchange Commission, providing an update on the current number and location of Agri Retail Stores owned by the Company. Very truly yours, Atty. Jose Marie E. Fabella Corporate Secretary / Corporate Information Officer / Compliance Officer
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Main Office: Maharlika Hi-Way, Banga 1stPlaridel, Bulacan
Manila Office: Level 5, Tower 2, The Enterprise Center, 6766 Ayala Avenue Corner Paseo de Roxas, Makati City Telephone: (044) 670-1492 / 670-0693 / 795-0136 Fax: (044) 795-1979 Website: www.calatacorp.com
17 July 2013 MS. JANET A. ENCARNACION Head, Disclosure Department Philippine Stock Exchange, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City
Dear Ms. Encarnacion, Pursuant to the Revised Disclosure Rules of the Philippine Stock Exchange (the “Exchange”), please find attached Current Report (SEC Form 17-C) filed with the Securities and Exchange Commission, providing an update on the current number and location of Agri Retail Stores owned by the Company.
Very truly yours,
Atty. Jose Marie E. Fabella
Corporate Secretary / Corporate Information Officer / Compliance Officer
A 1 9 9 9 1 1 6 6 6
SEC Registration Number
C A L A T A C O R P O R A T I O N
(Company’s Full Name)
(Business Address: No. Street City/Town/Province)
Benison Paul B. De Torres 044-795-1979 (Contact Person) (Company Telephone Number)
1 2 3 1 1 7 - C
Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting)
(Secondary License Type, If Applicable)
Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings
Total No. of Stockholders Domestic Foreign
To be accomplished by SEC Personnel concerned
File Number LCU
Document ID Cashier
S T A M P S Remarks: Please use BLACK ink for scanning purposes.
Former name or former address, if changed since last report
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
Common Shares 360,112,000
Title of Each Class Number of Unissued Shares
Common Shares 485,288,000
11. Indicate the item numbers reported herein: Item 9. Other Events We respectfully advise the Commission that as of May 31, 2013 the Company already owns 116 Calata Corporation retail stores through a wholly-owned subsidiary Agri Phil Corporation. It will be recalled that the Company disclosed with the Commission through a Current Report (SEC Form 17-C) an approval from the Board of Directors to convert the Company’s advances to Agri Phil Corporation amounting to P55,455,249.00 into equity and purchase of all issued and outstanding shares of stock in Agri Phil Corporation at a par value of P100.00 per share or a total amount of P9,500,000.00. The conversion was approved by the Commission on August 3, 2012. The transactions were ratified by the stockholders in the Company’s Annual Stockholders’ Meeting held last August 31, 2012. By virtue of this transaction, the Company owned 100% of Agri Phil Corporation including all of its retail stores. Presented hereunder are the number and locations of the retail stores:
In support thereto, we are submitting the pictures of all the 116 branches located all over Luzon. We are likewise resubmitting the Reports on the Use of Proceeds made by the Company’s external auditor Alba Romeo and Partners which have previously been submitted to the Commission.
Regions Provinces Intended No. of Stores
Actual No. of Stores Owned
Cordillera Administrative Region
Baguio 2 0
Ilocos Norte 5 6
Ilocos Region Ilocos Sur 5 5
La Union 6 6
Pangasinan 9 20
Batanes 3 0
Cagayan Valley Cagayan 6 6
Isabela 6 7
Nueva Vizcaya 5 3
Aurora 5 0
Bataan 6 4
Central Luzon Bulacan 8 10
Nueva Ecija 8 13
Pampanga 7 6
Tarlac 7 6
Batangas 3 7
Calabarzon Cavite 2 3
Laguna 2 8
Quezon 0 6
Bicol Region Albay 2 0
Sorsogon 3 0
TOTAL 100 116
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CALATA CORPORATION July 16, 2013 Issuer Date
ATTY. JOSE MARIE E. FABELLA Corporate Secretary, CIO and
Compliance Officer
1. Tarcan, Baliuag, Bulacan
2. Tangos, Baliuag, Bulacan
BULACAN
3. Sabang , Baliuag, Bulacan
4. San Vicente, Sta. Maria, Bulacan
5. Fernando St., San Roque, Angat, Bulacan 6. Pantubig, San Rafael, Bulacan
7. #027 Cruz na Daan, San Rafael, Bulacan
8. Bagong Bario, Pinaod, San Ildefonso, Bulacan
9. Padilla Bldg., San Juan, Maharlika Hi-way, San Ildefonso, Bulacan
10. Cupang, Pandi, Bulacan
11 .San Nicolas Subd. Arayat, Pampanga
12. G/F Cleoffers Bldg., Gen. Hizon Ave., Sta. Lucia San Fernando, Pampanga
PAMPANGA
13. Pulong Palazan, Candaba, Pampanga
14. Mabical, Florida Blanca, Pampanga
15.. Arenas, Magalang Boundary, Pampanga
16. Dila- Dila, Sta. Rita, Pampanga
17. Maharlika Hi-way Bitas, Cabanatuan N.E.
18. San Isidro, Zaragosa, Nueva Ecija
NUEVA ECIJA
19. Rafael Rueda, Maharlika Hi-way, San Jose City, Nueva Ecija
114. Pagsanjan Public Market, Bgy. Biñan Pagsanjan, Laguna
115. National Hi-way Brgy., Poblacion 2, Alaminos, Laguna
116. 373 Coronado St. Nagcarlan, Laguna
ALBA ROMEO & CO. Tel: +(632) 844 2016 7/F Multinational Bancorporation Centre Fax: +(632) 844 2045 6805 Ayala Avenue, Makati City 1226 Philippines www.bdo.net.ph Branches: Bacolod/Cagayan de Oro/ Cebu
Alba Romeo & Co., a professional partnership, is a member firm of BDO International Limited, a UK company limited by guarantee, and forms part of the International BDO network of independent member firms BOA/PRC Reg. No. 0005 SEC Accreditation No. 0007-F
The Stockholders and the Board of Directors Calata Corporation (formerly Planters Choice Agro Products, Inc.) McArthur Highway, Banga 1st Plaridel, Bulacan We have performed the procedures agreed with you and enumerated below in connection with the report on the application of proceeds from the Initial Public Offering (IPO) of Calata Corporation (the Company) on May 23, 2012. Our engagement was undertaken in accordance with the Philippine Standards on Related Services 4400, Engagements on Agreed-Upon Procedures. The procedures were performed solely to assist you relative to the Company’s report on the application of proceeds from the IPO, and are summarized as follows: 1. Obtained the schedule of cash received as proceeds from the IPO as of May 23, 2012 and the
schedule of disbursements from such proceeds as of March 31, 2013, accounted and agreed the related balance to the Company’s accounting records and bank statements as of March 31, 2013.
Actual use of proceeds
Use of proceeds as stated in the prospectus
Gross proceeds
P269,551,028 P270,090,000 Underwriting and selling fees for the Offer shares 8,102,700 8,102,700 Tax on Initial Public Offering 10,782,041 10,803,600 Documentary Stamp Tax 180,060 180,060 Philippine SEC filing and legal research fees 733,991 733,991 PSE listing and processing fees 2,756,840 2,756,840 Professional fees 4,582,587 4,000,000 Others - 1,100,000 Total expenses 27,138,219 27,677,191 Net proceeds as of June 30, 2012 242,412,809 242,412,809
Purchase of inventories 216,627,864 102,200,800 Renovation of stores 10,331,077 24,275,000 Purchase of equipment - 6,006,875 Operating expenses 7,437,348 412,965 Total expenses 234,396,289 132,895,640 Net proceeds as of March 31, 2013 P8,016,520 P109,517,169
The IPO expenses amounting to P27,138,219 as of June 30, 2012 have been vouched to supporting documents and payment vouchers on a test basis. No exceptions were noted based on the procedures performed.
2. The remaining balance of the proceeds from the IPO was accounted for in the Company’s records as “Cash in Banks”. The cash in banks are unrestricted and maintained in universal banks and commercial banks.
3. Purchase of inventories amounting to P216,627,864 have been vouched to supporting purchase orders, suppliers’ sales invoices and delivery receipts, and payment vouchers. Renovation of stores and operating expenses amounting to P10,331,077 and P7,437,348, respectively, have been validated and vouched to supporting suppliers’ invoices and payment vouchers. No exceptions were noted based on the procedures performed. 4. We found the schedule to be mathematically accurate, and the balance of the net proceeds as
of March 31, 2013 amounting to P8,016,520 are maintained in the following bank accounts:
Banks Account Number Amount Banco de Oro 6840002577 P3,188,349 Bank of the Philippines Islands 4723000012 2,598,241 Metropolitan Bank and Trust Company 327-3-32750341-4 2,229,930
P8,016,520
This report is solely for the use of management and should not be used for any other purpose without our consent. We shall be glad to discuss with you matters presented in this report and to answer any question you may have on the foregoing. Thank you for giving this opportunity to be of service to you. Alba Romeo & Co. Michael D. Roxas Partner CPA Certificate No. 0108714 Tax Identification No. 300-647-353-000 PTR No. 3682020 issued on January 12, 2013, Makati City BOA/PRC Registration No. 0005 (Firm), issued on November 12, 2012,
effective until December 31, 2015 SEC Accreditation No.1233-A (Individual), Group A, issued on June 21, 2012,
effective until June 20, 2015 SEC Accreditation No. 0007-FR-3 (Firm), Group A, issued on March 22, 2012,
effective until March 21, 2015 BIR Accreditation No. 08-005267-1-2011, issued on March 29, 2011,
effective until March 29, 2014 May 23, 2013 Makati City, Philippines