SEC Form 20-IS - iRemit Global Remittance
SEC Form 20-IS - iRemit Global Remittance SEC Form 20-IS - iRemit Global Remittance
These eighteen (18) shareholders as of May 31, 2012, the number of common shares held and the percentage of total shares outstanding held by each are as follows: Name Citizenship Total Common Shares Percentage (%) 1 PCD Nominee Corporation – Filipino Filipino * 240,706,388 38.9665 2 Star Equities Inc. Filipino 174,260,047 28.2099 3 Surewell Equities, Inc. Filipino 134,248,290 21.7327 4 JTKC Equities, Inc. Filipino 47,771,295 7.7334 5 JPSA Global Services Co. Filipino 18,700,000 3.0272 6 PCD Nominee Corporation – Non-Filipino Foreign 1,855,370 0.3004 7 Alba, Willy S. Filipino 88,000 0.0142 8 Lim, Ernesto B. Filipino 70,900 0.0115 9 Lim, Nieves Q. &/or Charis Honeylet Q. Lim Filipino 10,000 0.0016 10 GTS Insurance Brokers, Inc. Filipino 5,000 0.0008 11 Cruz, Napoleon D. Sr. and/or Luisa I. Cruz Filipino 3,000 0.0005 12 Soriano, Victor Martin J. Filipino 2,000 0.0003 13 Ona, Edgardo V. Filipino 2,000 0.0003 14 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,000 0.0002 15 Hapi Iloilo Corporation Filipino 1,000 0.0002 16 M. J. Soriano Trading, Inc. Filipino 1,000 0.0002 17 Au, Owen Nathaniel S. ITF: Li Marcus Au Filipino 400 0.0001 18 Gaw, Gilbert C. Filipino 110 0.0000 Total 617,725,800 100.0000 * The PCD shares include 68,839,952 shares lodged by JTKC Equities, Inc.; thus, the latter’s total shareholdings is 116,611,247 representing 18.8775% ownership. Dividends In 2008, the Company authorized the declaration of cash dividends amounting to PHP22,000,000 or PHP0.0391 per share, payable to all of its shareholders-of-record as of May 15, 2008 and paid and distributed to the shareholders on June 10, 2008. In 2009, the Company authorized the declaration of cash dividends amounting to PHP26,000,000 or PHP0.0471 per share, payable to all its shareholders-of-record as of April 7, 2009 and paid and distributed to the shareholders on May 6, 2009. On March 19, 2010, the Board of Directors of the Company declared cash dividends amounting to PHP26,603,532, representing 20% of the Company’s consolidated net income for the period ended December 31, 2009 or PHP0.0481 per share, payable to all of its shareholders-of-record as of April 8, 2010 and paid and distributed to the shareholders on May 5, 2010. On June 17, 2011, the Board of Directors authorized the declaration of 55,308,800 common shares stock dividend, with a par value of one peso (PHP 1.00) per share or an aggregate par value of PHP 55,308,800.00, out of the unrestricted retained earnings of the Company as of December 31, 2010. The stock dividend, which is equivalent to 10% of the issued and outstanding shares of the Company, was taken from its unissued capital stock. Pursuant to the provisions of the Corporation Code, the aforementioned stock dividend declaration was submitted for stockholders’ approval during their annual meeting on July 29, 2011. On September 6, 2011, the PSE approved the listing of additional 55,308,800 common shares to cover said stock dividend declaration. On September 08, 2011, the stock dividend was paid to all of the Company’s stockholders of record as of August 15, 2011. On June 22, 2012, the Board of Directors of the Company authorized the declaration of cash dividends in the total amount of PHP 120,000,000.00 or approximately PhP 0.1993 per share, based on the Company’s 602,071,800 issued and outstanding common shares as of the end of trading on the said date, payable to all of its shareholders-of-record as of 12 July 2012. Payment date will be on or before 07 August 2012. The Company’s Board of Directors is authorized to declare dividends. Pursuant to Sections 43 and 143 of the Corporation Code of the Philippines, Section 5 of the Securities Regulation Code, and SEC Memorandum Circular No. 11, Series of 2008 (Guidelines on the Determination of Retained Earnings Available for Dividend Declaration), dividends may be declared and paid out of the unrestricted retained earnings which shall be payable in cash, property or stock to all stockholders on the basis of outstanding stock held by them, as often and at such time as the Board of Directors may determine and in accordance with law and applicable rules and regulations. Cash and property dividend declarations do not require any further approval from the 23
Company’s shareholders. Any stock dividend declaration requires the approval of shareholders holding at least two-thirds (2/3) of the Company’s total outstanding capital stock. Pursuant to existing Philippine regulations, cash dividends declared by the Company must have a record date of not less than ten (10) days or more than thirty (30) days from the date the cash dividends are declared. With respect to stock dividends, the record date is to be not less than ten (10) days nor more than thirty (30) days from the shareholders’ approval, provided however, that the set record date is not to be less than ten (10) trading days from receipt of the PSE of the notice of the said record date. If no record date is set, under the SEC rules, the record date will be deemed fixed at fifteen (15) days from the date of stock dividend declaration. In the event that a stock dividend is declared in connection with an increase in authorized capital stock, the corresponding record date is to be fixed by the SEC. With the listing of the Company’s shares in the PSE, the Company intends to maintain an annual dividend payment ratio for its shares of up to 20% of its consolidated net income from the preceding fiscal year, subject to the requirements of applicable laws and regulations and the absence of circumstances which may restrict the payment of dividends. Circumstances which may restrict the payment of dividends include, but are not limited to, situations when the Company undertakes major projects and developments requiring substantial cash expenditures or when it is restricted from paying dividends by its loan covenants. The Company’s Board, may, at any time, modify such dividend payout ratio depending upon the results of operations and future projects and plans of the Company. Other than statutory limitations, there are no restrictions that prevent the Company from paying dividends on common equity. Recent Sale of Unregistered or Exempt Securities Including Recent Issuance of Securities Constituting an Exempt Transaction Since the Company’s Listing Date on October 17, 2007, there has been no recent sale of unregistered or exempt securities including recent issuances of securities constituting an exempt transaction. Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of Operations, the Company is not aware of any known trends, commitments, events or uncertainties that will have a material impact on the Company’s liquidity. The Company has not defaulted in paying its currently maturing obligations. In addition, obligations of the Company are guaranteed up to a certain extent by the Company’s majority stockholders. Neither is the Company aware of any events that will trigger a direct or contingent obligation that is material to the Company, including any default or acceleration of an obligation. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. The Company has no material commitments for capital expenditures. Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of Operations, the Company is not aware of any trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on sales, revenue or income from continuing operations. There are no significant elements of income or loss that did not arise from the Company’s continuing operations. Likewise, there are no seasonal aspects that had a material effect on the financial condition or results of operations. The Company does not expect any purchase of significant properties or any significant changes in the number of employees in the next twelve (12) months. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure. DIRECTORS AND EXECUTIVE OFFICERS Please refer to the discussion on “Directors, Executive Officers, Promoters and Control Persons” in the main body of the Information Statement. 24
- Page 1 and 2: • 1!I~lJllr June 25, 2012 THE PHI
- Page 3 and 4: IRE:lftlr I-Remit, Inc. TO: ALL STO
- Page 5 and 6: GENERAL INFORMATION Date, time and
- Page 7 and 8: Note: The PCD Nominee Corporation (
- Page 9 and 10: Harris Edsel D. Jacildo Mr. Jacildo
- Page 11 and 12: Mr. Tan has also been the Corporate
- Page 13 and 14: Ronald A. Benito Mr. Benito joined
- Page 15 and 16: Involvement in Certain Legal Procee
- Page 17 and 18: The compensation of the key managem
- Page 19 and 20: Compensation Plans As described abo
- Page 21 and 22: SIGNATURES After reasonable inquiry
- Page 23 and 24: I-Remit Australia Pty Ltd, a wholly
- Page 25: Properties I-Remit, Inc. and its su
- Page 29 and 30: Committees of the Board of Director
- Page 31 and 32: Plan of Operation MANAGEMENT’S DI
- Page 33 and 34: Full Years 2011 compared to 2010 I-
- Page 35 and 36: Total liabilities declined by PHP 1
- Page 37 and 38: 2010 compared to 2009 I-Remit reali
- Page 39 and 40: IREMIT EUROPE Remittance Consulting
- Page 41 and 42: I-Remit New Zealand Limited Perform
- Page 43 and 44: Below are the comparative key perfo
- Page 45 and 46: Goodwill decreased by PHP 1.5 milli
- Page 47: IREMIT Remittance Consulting GmbH M
- Page 64 and 65: I-REMIT, INC. AND SUBSIDIARIES NOTE
- Page 66 and 67: - 3 - Statement of Compliance The a
- Page 68 and 69: - 5 - Changes in Accounting Policie
- Page 70 and 71: - 7 - deferred cumulative amount pr
- Page 72 and 73: - 9 - For all other financial instr
- Page 74 and 75: - 11 - Estimates of changes in futu
Company’s shareholders. Any stock dividend declaration requires the approval of shareholders holding at<br />
least two-thirds (2/3) of the Company’s total outstanding capital stock.<br />
Pursuant to existing Philippine regulations, cash dividends declared by the Company must have a record date<br />
of not less than ten (10) days or more than thirty (30) days from the date the cash dividends are declared.<br />
With respect to stock dividends, the record date is to be not less than ten (10) days nor more than thirty (30)<br />
days from the shareholders’ approval, provided however, that the set record date is not to be less than ten (10)<br />
trading days from receipt of the PSE of the notice of the said record date. If no record date is set, under the<br />
<strong>SEC</strong> rules, the record date will be deemed fixed at fifteen (15) days from the date of stock dividend<br />
declaration. In the event that a stock dividend is declared in connection with an increase in authorized capital<br />
stock, the corresponding record date is to be fixed by the <strong>SEC</strong>.<br />
With the listing of the Company’s shares in the PSE, the Company intends to maintain an annual dividend<br />
payment ratio for its shares of up to <strong>20</strong>% of its consolidated net income from the preceding fiscal year, subject<br />
to the requirements of applicable laws and regulations and the absence of circumstances which may restrict<br />
the payment of dividends. Circumstances which may restrict the payment of dividends include, but are not<br />
limited to, situations when the Company undertakes major projects and developments requiring substantial<br />
cash expenditures or when it is restricted from paying dividends by its loan covenants. The Company’s Board,<br />
may, at any time, modify such dividend payout ratio depending upon the results of operations and future<br />
projects and plans of the Company.<br />
Other than statutory limitations, there are no restrictions that prevent the Company from paying dividends on<br />
common equity.<br />
Recent Sale of Unregistered or Exempt Securities Including Recent Issuance of Securities Constituting<br />
an Exempt Transaction<br />
Since the Company’s Listing Date on October 17, <strong>20</strong>07, there has been no recent sale of unregistered or<br />
exempt securities including recent issuances of securities constituting an exempt transaction.<br />
Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of<br />
Operations, the Company is not aware of any known trends, commitments, events or uncertainties that will<br />
have a material impact on the Company’s liquidity. The Company has not defaulted in paying its currently<br />
maturing obligations. In addition, obligations of the Company are guaranteed up to a certain extent by the<br />
Company’s majority stockholders. Neither is the Company aware of any events that will trigger a direct or<br />
contingent obligation that is material to the Company, including any default or acceleration of an obligation.<br />
There are no material off-balance sheet transactions, arrangements, obligations (including contingent<br />
obligations), and other relationships of the Company with unconsolidated entities or other persons created<br />
during the reporting period.<br />
The Company has no material commitments for capital expenditures.<br />
Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of<br />
Operations, the Company is not aware of any trends, events or uncertainties that have had or that are<br />
reasonably expected to have a material favorable or unfavorable impact on sales, revenue or income from<br />
continuing operations.<br />
There are no significant elements of income or loss that did not arise from the Company’s continuing<br />
operations. Likewise, there are no seasonal aspects that had a material effect on the financial condition or<br />
results of operations.<br />
The Company does not expect any purchase of significant properties or any significant changes in the number<br />
of employees in the next twelve (12) months.<br />
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure<br />
There have been no changes in or disagreements with accountants on accounting and financial disclosure.<br />
DIRECTORS AND EXECUTIVE OFFICERS<br />
Please refer to the discussion on “Directors, Executive Officers, Promoters and Control Persons” in the main<br />
body of the Information Statement.<br />
24
Change language