Current Report Pursuant to Section 11 of the Revised Securities Act ("RSA") and RSA Rule 11 (a)-a(b)(3) Thereunder
PSE Circular for Brokers No. 613-00 • Philippine Stock Exchange • Circulars for Brokers • Mar 9, 2000
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March 9, 2000 PSE CIRCULAR FOR BROKERS NO. 613-00 Securities and Exchange Commission Current Report Pursuant to Section 11 of the Revised Securities Act ("RSA") and RSA Rule 11 (a)-a(b)(3) Thereunder SEC FORM 11-C 1. Date of Report: 9 March 2000 2. SEC Identification Number: 147212 3. BIR Tax Identification No.: 000-323-228 4. Registrant: International Container Terminal Services, Inc. 5. Country of Incorporation: Philippines 6. Industry Classification Code: 7. Address of Principal Office: ICTSI Administration Building, Manila International Container Terminal, MICT South Access Road, Manila 8. Registrant's Telephone No.: 245-4101 9. Securities registered pursuant to Sections 4 and 8 of the RSA Titles of Class Number of Shares Outstanding Common shares 2,332,027,076 (Reported by the stock transfer agent as of 31 December 1999) 10. Item number reported herein: Item 9 - Other Events In a Special Board Meeting held 6 March 2000, the Board of Directors of International Container Terminal Services, Inc. (ICTSI) agreed to amend Article Seventh of the Amended Articles of Incorporation of ICTSI to create a class of convertible and redeemable preferred shares by reclassifying one billion (1,000,000,000) common shares out of its existing authorized but unissued common shares into preferred shares with a par value of One Peso (PhP1.00) per share. The current authorized capital stock of ICTSI of Five Billion Five Hundred Sixty Million Pesos (PhP5,560,000,000.00) will be divided into Four Billion Five Hundred Sixty Million (4,560,000,000) common shares with par value of One Peso (PhP1.00) per share, and One Billion (1,000,000,000) preferred shares with a par value of One Peso (PhP1.00) per share. LibLex The preferred shares shall be non-voting except in cases expressly provided by law. The Board of Directors shall fix the dividend rates of the preferred shares. The preferred shares shall be convertible to common shares, under such terms and conditions as may be provided by the Board. Preferred shares may be redeemed at the option of the Corporation subject to the approval of the Board of Directors. Any preferred shares to be redeemed shall be redeemed at the redemption price, and under such terms and conditions and procedures as shall be determined by the Board. In the event of liquidation of the Corporation, preferred shares shall have preference over common shares in the distribution of remaining assets of the Corporation after payment of all debts. Shareholders do not have pre-emptive rights in the issuance of preferred shares. Management will issue the preferred shares to raise funds to retire debt. The issuance of the preferred shares to raise funds to retire the convertible notes are not expected to have any adverse effect on the existing common shareholders. Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. INTERNATIONAL CONTAINER TERMINAL SERVICES, INC. By: (SGD.) ROBERTO B. JAYME Senior Vice President and Chief Finance Officer
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