Category: General

A BROWN Co., Inc.’s wholly owned unit Irradiation Solutions, Inc. (ISI) is now registered by the Board of Investments (BoI) as a new operator of essential services in relation to its Tanay Multipurpose Irradiation Facility project, A Brown said in a disclosure to the exchange on Thursday.

ISI is developing what is said to be the first commercial E-Beam (electron beam) irradiation facility in the country to serve the medical and food industries.

“The E-Beam technology is used in more than 60 countries and is considered the most economical alternative among available commercial sterilization methods,” A Brown said.

Now BoI-registered, ISI will be eligible to avail certain incentives under the Corporate Recovery and Tax Enterprises Act and the Omnibus Investments Code of 1987 as long as it will observe by the provisions of both laws.

A Brown told BusinessWorld last month that the Tanay Commercial E-Beam Facility is expected to be completed by 2023. It may accommodate a volume of up to 20,000 tons yearly.

The P600-million facility will be used to sterilize medical masks, dressings, syringes, surgical staplers, and other single-use medical devices. It will also provide commercial irradiation services to agricultural and fishery products to improve their quality.

“This will enable local products, fruits, and seafood to be of export quality and gain wider access to international markets,” the company said.

A Brown said some 10 agricultural and medical companies have already expressed interest in the facility.

On Thursday, A Brown shares at the stock exchange went up by 2.41% or two centavos to close at 85 centavos apiece. — Keren Concepcion G. Valmonte

A BROWN Co., Inc. is looking at developing a master-planned community in Tanay, Rizal province, which will be home to a residential estate, a themed restaurant, a hotel, and a condominium.

The company aims to recreate the concept it had with its mixed-use community in Northern Mindanao.   

“Our focus has always been on properties that underscore healthy, environment-friendly and low dense communities with a focus on [the] city, mountainside, agricultural, golf and sea resort, and lifestyle developments,” A Brown President and Chief Executive Officer Robertino E. Pizarro said in a statement on Tuesday.

Its Rizal property is said to have a view of Laguna Lake and the Sierra Madre mountain range.

A Brown said there will also be 15-hectare property in the area of its Rizal project that will cater to economic and socialized housing, featuring commercial spaces.

“We look to continue to deliver excellent value for money developments alongside our core competence of building quality homes and pioneering real estate concepts,” Mr. Pizarro said.

The community will be one of the projects that will be funded by the sale of its additional preferred shares.

A Brown is offering 10 million preferred shares for P100 apiece, with an overallotment option of up to five million preferred shares. The company may raise up to P1.5 billion, which will be used for the development of its projects, land banking activities, and for the funding requirements of its wholly owned subsidiary, Irradiation Solutions, Inc.

Despite the pandemic, A Brown said it logged a record P1.5 billion in property reservation sales in 2020, up from the P1 billion logged in the previous year.

“As we venture outside Mindanao, we will continue to pursue real estate products that are built for the long term — providing security, safety, healthy environments to create happy communities,” said Mr. Pizarro.

Shares of A Brown at the stock market inched up by 1.11% or one centavo on Tuesday, closing at 91 centavos each. — Keren Concepcion G. Valmonte

Listed firm A. Brown Co. Inc. said its boutique property development unit will replicate its Mindanao mixed-use development in its property in Tanay, Rizal as the company observed a shift in market demand towards horizontal developments.

The company said will have mixed-use development in its Tanay property, which will have an upscale residential estate, a themed restaurant, a hotel and a condominium. Another 15-hectare property in the area is designated for the economic and socialized housing with a commercial space frontage, the company said. 

The company said its property is surrounded by the natural habitat of century-old trees and has a view of Laguna Lake and the Sierra Madre mountain range. 

“Our focus has always been on properties that underscore healthy, environment-friendly and low dense communities with a focus on city, mountainside, agricultural, golf and sea resort, and lifestyle developments,” Robertino E. Pizarro, the company’s president and CEO, said. 

“We look to continue to deliver excellent value for money developments alongside our core competence of building quality homes and pioneering real estate concepts,” Pizarro said. 

“As we venture outside Mindanao, we will continue to pursue real estate products that are built for the long term – providing security, safety, healthy environments to create happy communities,” he said. 

The company claimed it pioneered the master planned mixed-use community concept in Northern Mindanao and is now looking to further develop more properties that follow the concept of healthy, environment-friendly and low dense communities.

The boutique developer has a land bank of 293 hectares in good locations and is well-positioned to take advantage of the demand for its trending properties.

Last year, the company posted a record P1.5 billion in reservation sales last year compared the P1 billion it recorded the previous year. 

Property consultant Santos Knight Frank said pandemic has brought significant positive growth to the supply of the house and lot market in Cagayan De Oro, the site of the company’s previous development.

Although the growth slowed down in 2020 by 30 percent to 508 new units in 2020 from 726 new units in 2019, the market supply grew by an additional 252 percent as of July 2021, prompting developers like A. Brown to pursue further development for its projects.

The company is currently offering its preferred shares next month. It already applied to amend its articles of incorporation to have an authorized capital stock of P3.3 billion, divided into 3.25 billion common shares and 50 million in preferred shares both at a par value of P1 apiece. 

PNB Capital and Investment Corp. was appointed as its sole issue manager, lead underwriter and sole bookrunner.

VG Cabuag

Author

A. Brown Co. Inc., the listed holding company of the Brown Group of Companies, plans to conduct a P1.5-billion preferred shares offering in October.ABCI will offer up to 10 million preferred shares with an oversubscription option for another 5 million shares at P100 apiece. The company tapped PNB Capital and Investment Corp. as the sole issue manager, lead underwriter and sole bookrunner for the transaction.A. Brown plans to use the net proceeds from the sale to develop pipeline real estate projects, land banking, and development of a network of irradiation facilities aimed at improving the quality of agricultural and fishery products. For its real estate business, ABCI plans to develop more properties that follow the concept of healthy, environment-friendly, and low dense communities. The company said it has a landbank of 293 hectares in key provinces that are well-positioned to take advantage of the demand for trending properties. The properties include a 300-hectare master-planned community in Tanay, Rizal which is being developed into an upscale residential estate, commercial complex, themed restaurants, bike trails, villas, and economic and socialized housing.ABCI also owns a 280-hectare agro-tourism and retirement estates in Manolo Fortich, Bukidnon which features an 18-hole golf course, commercial and farm lots, and a 10-hectare land in Butuan City which will host mid-housing projects.“Our focus has always been on properties that underscore healthy, environment-friendly, and low-dense communities with a focus on the city, mountainside, agricultural, golf and sea resort, and lifestyle developments,” said Robertino Pizarro, president and chief executive of ABCI.“This has allowed us to respond quickly to the changing demands of the market and sustain our niche developments,” he said.ABCI registered reservation sales of P1.5 billion in 2020, up 50 percent from the previous year’s level. Despite the health crisis, ABCI expects demand for residential projects, particularly for house-and-lot projects in less dense neighborhoods, to remain strong.

posted September 30, 2021 at 07:40 pm by Jenniffer B. Austria

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

TO:       ALL STOCKHOLDERS

NOTICE is hereby given that there will be an annual meeting of the stockholders of A BROWN COMPANY, INC. on June 24, 2021 (Thursday), at 1:00 p.m. The meeting will be conducted virtually and can be accessed at the link provided in the Company’s website at abrown.ph/asmvirtual2021.  

 Items in the agenda of the meeting are as follows:

                                                                       AGENDA

1. Call to Order
2. Proof of Notice of Meeting
3. Certification of Quorum
4. Approval of the Minutes of the Previous Annual Stockholders’ Meeting
5. Approval of 2020 Operations and Results
6. Ratification of All Acts of the Board of Directors and Officers
7. Amendment to Articles of Incorporation (AOI) –

Reclassification of Part of Unissued Common Shares to Preferred Shares

• Retention of Independent Directors
• Election of Directors
• Appointment of External Auditors
• Other Matters
• Adjournment

The close of business on April 30, 2021 has been fixed as the record date for the determination of the stockholders entitled to notice of and vote at said meeting and any adjournment thereof.

Due to the COVID-19 Pandemic resulting in the imposition by the government of regulations limiting mobility and mass gatherings, the Company will not be conducting a physical annual stockholders’ meeting. In lieu thereof, the annual stockholders’ meeting will be held virtually through an online webinar platform for stockholders to attend by remote communication. They can join by registering online at abrown.ph/asmregister2021 on or before 5:00 p.m. on June 14, 2021. The identities of those registering to participate online will be going through a process of verification, after which an email from the Company will be sent to them giving instructions as to how they will be able to watch the livestream of the annual stockholders’ meeting. Please see attached Guidelines for Participating by Remote Communication and Voting in Absentia.

The stockholders are likewise encouraged to participate in the meeting by either of the following:

• [email protected] on or before 5:00 p.m. on June 14, 2021.

For corporate stockholders, the proxies should be accompanied by a Secretary’s Certification on the appointment of the corporation’s authorized signatory.

• abrown.ph/asmevoting2021. The e-voting portal will be open until 12:00 noon of June 24, 2021.    

Validation of proxies is set on June 15, 2021 at 2:00 p.m. The votes already cast using the e-voting platform by that time will also be verified on said date.

            For details and rationale of each agenda item, and the draft resolutions, if applicable, please refer to the attached sheet.

City of Pasig, Metro Manila, May 06, 2021.

                                                                                    JASON C. NALUPTA

                                                                                    Corporate Secretary

DETAILS AND RATIONALE OF THE AGENDA

1. Agenda Item No. 4 – Approval of the Minutes of the Previous Meeting of Stockholders

Copies of the minutes of the stockholders meeting held on September 3, 2020 will be distributed to the stockholders upon their registration for this meeting. The minutes are also available at the Company website, https://www.abrown.ph/kooroast/2020/11/ABCI_ASM-2020-.pdf.

The stockholders will be requested to approve the draft minutes of previous stockholders’ meeting and to acknowledge the completeness and accuracy thereof.

• Agenda Item No. 5 – President’s Report and Presentation of Audited Financial Statements

A report on the highlights of the financial performance of the Corporation for the year ended December 31, 2020 will be presented to the Stockholders. A summary of the Corporation’s performance for the year is also provided in the “Management Discussion and Analysis of Operating Performance and Financial Condition” section on page 29 hereof.

The Corporation’s Audited Financial Statements, for which the external auditors have issued an unqualified opinion, have likewise been reviewed by the Audit Committee and the Board of Directors. A summary of the 2019 AFS shall also be presented to the Stockholders.

• Agenda Item No. 6 – Ratification of all Acts of the Board of Directors and Officers

The Chairman will request the stockholders to ratify all acts and resolutions adopted during the preceding year by the Board of Directors, the Board Committees, Management Committee and the officers of the Company.

The acts and resolutions of the Board and its Committees are reflected in the minutes of meetings and they include approval of contracts and agreements, projects and investments, treasury matters and acts and resolutions covered by disclosures to the SEC and PSE. The acts of the Management and officers were those taken to implement the resolutions of the Board or its Committees or taken in the general conduct of business.

      4.)      Agenda Item No. 7 – Reclassification of Part of Unissued Common Shares to Preferred Shares

On April 12, 2021, the Corporation’s Board of Directors approved the recommendation of Management to reclassify 50,000,000 of the current authorized but unissued Common Shares of the Corporation into Preferred Shares. Accordingly, the amendment of the Seventh Article of the Corporation’s Articles of Incorporation to create Preferred Shares by reclassifying its authorized capital stock from the current Three Billion Three Hundred Million Pesos (P3,300,000,000.00) divided into Three Billion Three Hundred Million (3,300,000,000) Common Shares to Three Billion Three Hundred Million Pesos (P3,300,000,000.00) divided into Three Billion Two Hundred Fifty Million Pesos (P3,250,000,000) divided into Three Billion Two Hundred Fifty Million (3,250,000,000) Common Shares and Fifty Million Pesos (P50,000,000) divided into Fifty Million (50,000,000) Preferred Shares, was approved..

The features of the Preferred Shares to be issued will be determined by the Board of Directors every time it authorizes the issuance thereof.

The shareholders will be requested to likewise approved the creation of Preferred Shares and the corresponding Amendment of Article Seventh of the Articles of Incorporation.

       5.)     Agenda Item No. 8 – Retention of Independent Directors  

The Code of Corporate Governance for Listed Companies requires that independent directors should serve for a maximum cumulative term of nine (9) years, after which, the independent director will be perpetually barred from reelection as such in the same company. However, a company may seek the approval of the shareholders should it wish to retain an independent director to serve beyond 9 years, provided, that meritorious justification(s) is/are given therefor.

By the end of their current terms, Engr. Elpidio M. Paras and Mr. Thomas G. Aquino would have served the Company as Independent Directors for 9 years. However, for the justifications provided in page 17 of this Information Statement, the Board of Directors has agreed to seek the approval of the shareholders that Engr. Paras and Mr. Aquino be allowed to continue serving as Independent Directors beyond the maximum period allowed.

• Agenda Item No. 9 – Election of Directors

The current members of the Board of Directors, as reviewed, qualified and recommended by the Corporate Governance Committee, have been nominated for re-election.

The proven expertise and qualifications of the candidates, based on current regulatory standards and the Corporation’s own criteria, will help sustain the Company’s solid performance that will result to its stockholders’ benefit. The profiles of the candidates for election as directors are available in the Company website, as well as in this Information Statement. If elected, they shall serve as Directors for a period of one (1) year from June 24, 2021 or until their successors shall have been duly elected and qualified.

• Appointment of External Auditor

The stockholders’ approval for the re-appointment of Sycip Gorres & Velayo (SGV & Co.), the Company’s external auditor, will be sought at the meeting.

The Audit Committee has recommended to the Board, and the Board is endorsing to the stockholders, the re-appointment of SGV & Co. as external auditor for the ensuing year. The profile of the external auditor is provided in the Information Statement.

Stockholders are given the opportunity to raise questions regarding the operations and report of the Corporation as well as other concerns, by emailing [email protected] (Subject: Questions for ASM 2021) on or before 12:00 noon on June 24, 2021. Questions will be responded to during the question and answer portion of the annual stockholders’ meeting before the end of the proceedings. Due to the limited time, however, not all questions may be responded to during the livestream of the annual stockholders’ meeting. Questions not addressed at the meeting proper, including those that may be received after the livestream, will be responded to via email by the corporate officers concerned.