PTFC Redevelopment Corporation
"The answer to your storage needs"
PTFC Redevelopment Corporation (formerly Philippine Tobacco Flue-Curing and Redrying Corporation) was incorporated in 1951 and has been in operation for more than fifty (50) years. As approved by the SEC, its corporate life was extended up to 28 March 2051.
In April 2002, the Company’s Board of Directors decided to phase out the tobacco business due to the continuing losses of the Company’s tobacco operations primarily due to declining export volumes and domestic prices. Moreover, there were no prospects of a turnaround in the near future.
On March 18, 2014, SEC approved the amendments to the Parent Company's Articles of Incorporation and By-laws. These included the change of Parent Company's corporate name from "Philippine Tobacco Flue-Curing and Redrying Corporation" to "PTFC Redevelopment Corporation" and of its primary purpose to become a real estate corporation.
Today, the Company operates the largest complex of commercial, industrial, mini and personal (self) storage spaces in the country having a combined area of 75,000 square meters of covered space located in Quezon City and about 10,500 square meters located in Candon, Ilocos Sur. It provides warehousing and office rental services for businesses and individuals alike. Both short- and long-term packages are available for flexibility. The majority of our clients are businesses who are either walk-ins or referrals from brokers, agents, or tenants themselves. The rest are individuals who require a secure self-storage facility for personal needs.
The Company has a 100 per cent owned subsidiary, Baesa Redevelopment Corporation (BRC) which was formed in 1992. BRC completed the development of Baesa Town Center (BTC), a commercial complex, in November 2009.
BIT is comprised of four (4) main buildings on a 10-hectare site. The total covered space available for lease is roughly 51,000 square meters of warehousing facilities.
Balintawak, Quezon City
This warehouse complex is comprised of two (2) main buildings on a 2.5-hectare site. The total covered space available for lease is roughly 14,000 square meters.
Baesa Town Center (BTC)
BTC is operated by Baesa Redevelopment Corporation and is comprised of two (2) main buildings on a 2.2-hectare site. The total space available for lease is almost 11,000 square meters of office, retail, commercial, mini and self storage (personal) facilities.
Candon, Ilocos Sur
This warehouse facility is located in the barrio of Tablac, along the national highway. The total covered space available for lease is roughly 10,500 square meters square meters.
PTFC Redevelopment Corporation (PTFC, Parent Company) was incorporated in the Philippines and registered with the Securities and Exchange Commission (SEC) on March 28, 1951. On March 18, 2014, SEC approved the amendments to the Parent Company's Article of Incorporation and By-laws. The amendments include change of Parent Company's corporate name from "Philippine Tobacco Flue-Curing and Redrying Corporation" to "PTFC Redevelopment Corporation" and change of its primary purpose to become a real estate corporation. Its primary purpose is to deal, engage or otherwise acquire an interest in land or real estate development, whether in the Philippines or elsewhere, to acquire, purchase, sell, convey, encumber, lease, rent, erect, construct, alter, develop, hold, manage, operate, administer or otherwise deal in and dispose of, for itself or for others, for profit and advantage, residential, commercial, industrial, recreational, urban and other kinds of real property. The Parent Company is a public Company under section 17.2 of the Securities Regulation Code. Its shares are listed on the Philippine Stock Exchange (PSE).
At the special meeting of the Board of Directors held on December 5, 1995 and the annual stockholders' meeting held on January 25, 1996, the Company amended Article IV of its Articles of Incorporation by extending the term of its existence for another fifty years until March 28, 2051. Said amended Articles of Incorporation was approved by the SEC on October 14, 1996.
The Company started commercial operations in 1951.
In April 2002, the Company's Board of Directors decided to phase out the tobacco business due to the continuing losses of the Company’s tobacco operations primarily due to declining export volume and domestic prices. Moreover, there were no prospects of a turnaround in the near future. Since 2004, the Company did not buy or pack tobacco for its own account since 2004; but instead leased out its properties which includes land and warehouses to Subsidiary, affiliates and third parties.
The registered office of the Parent Company is located at No. 802 A. Bonifacio Street, Balintawak, Quezon City.
Baesa Redevelopment Corporation (BRC) is currently a 100% subsidiary of the Parent Company, which was incorporated in the Philippines and registered with the Securities and Exchange Commission (SEC) on December 2, 1992. Its primary purpose is to acquire by purchase, lease, donation or otherwise, and to own, use, improve, develop and hold for investment or otherwise, real estate of all kinds, and to erect or cause to be erected on any lands owned, held or occupied by the corporation, buildings or other structures with their appurtenances, and to rebuild, enlarge, alter or improve any buildings or other structures now or hereafter erected on any lands so owned, held or occupied, and to mortgage, sell, lease or otherwise dispose of any lands or interest in lands and in buildings or other structures, or part thereof at any time owned or held by the corporation.
BRC operates the Baesa Town Center (BTC), a commercial complex with spaces available for office, retail, commercial, and mini self-storage.
The registered office of the Subsidiary Company is located at No. 232 Quirino Highway, Baesa, Quezon City.
MISSION, VISION and VALUES
- To be the leading provider of warehouse and mall leasing spaces and services.
- To be the provider of choice for quality warehouse and mall leasing facilities and services at competitive rates.
Our mission is to offer our company’s service to a broader field of prospective clients looking for warehousing and mall spaces. Our goal is to be the warehouse and mall provider of choice. To our employees, we are dedicated to developing our employees personally and professionally. We understand that by supporting our employees with a dynamic work environment, ongoing training, performance-based recognition and opportunities for advancement, our business will continually succeed. We believe that by encouraging personal and professional growth, our employees will exceed their expectations- with the benefits being realized by all. We will quickly adapt to the diversity of market through sound leadership, an unparalleled industry expertise and our unwavering commitment to service.
Our mission is to serve the needs of a broader field of clientele, both institutions and individuals, looking for quality warehouse and mall spaces. Our goal is to provide more than adequate facilities in a secure environment. We are dedicated to developing our employees personally and professionally. We quickly adapt to the diversity of market through sound leadership, unparalleled industry expertise, and our unwavering commitment to service.
Board of Directors, Management Team and Executive Officers
(a) Directors, Including Independent Directors, and Executive Officers
Pursuant to Section 2(C), Article III of the Registrant’s By-Laws, any stockholder who wishes to nominate an individual for the position of Independent Director must submit a signed nomination to the Management not later than forty five (45) days before the date of the Annual Stockholders’ Meeting or until 11 December 2017.
The following persons are nominees for election as directors for the year 2018 to 2019:
Those to be nominated as Executive Officers of the Registrant for the year 2018 to 2019 are Messrs. Bienvenido A. Tan, III, Ignacio Luis P. Tan, and Albert C. Eufemio, and Ms. Mary Ann B. Dizon.
RESUME OF DIRECTORS/EXECUTIVE OFFICERS
Mr. Bienvenido A. Tan III - President & Chairman of the Board
Mr. Tan was elected as President and Chairman of the Board in June 2016 and December 2017 respectively, where he previously served as its Treasurer and Director since 1992. He is the current President & Chairman of L’Hirondelle Holdings, Inc.; Okayan River Corporation; Belmont Equities, Inc.; Mirabel, Inc.; Wespac Holdings, Inc.; and White Alpen Realty, Inc. He is also the Chairman of the Board of Directors of Halifax Davao Hotel, Inc. and Linden Suites, Inc. Mr. Tan also serves as a Director and/or officer of various other corporations including Artemis Realty Corporation; Eagle Ridge Hotel Corporation; Halifax Capital Resources, Inc.; Huntly Corporation, Philippine Straits Wine Holdings Corporation and its subsidiaries; and Surat Thani Green Energy Co. Ltd. Mr. Tan has served in various finance positions in both private and government institutions.
Atty. Alonzo Q. Ancheta – Independent Director
Atty Ancheta is a Director and/or officer of companies including San Miguel Brewery, Inc.; the Zobella Group of Companies; Ogilvy and Mather (Philippines), Inc.; and Daelim Philippines, Inc. He is also a member of the Board of Trustees of the St. Luke’s Medical Center, a Co-Founding Partner and Senior Adviser of the Quasha Ancheta Pena & Nolasco Law Offices and concurrently manages its associated firm A. Q. Ancheta & Partners. He served as Administrator of the National Tobacco Administration from 1987 to 1990.
Ms. Consuelo N. Padilla – Independent Director
Ms. Padilla worked as a research assistant for CIDA projects in the Asian Institute of Management. She co- authored two books entitled Women Managers in Business Organizations and Women Entrepreneurs. She then entered the management training course in BPI prior to joining the BPI Agribank and BPI Treasury Departments. After this, she worked as a Treasury Consultant for BDNI in Jakarta, prior to heading the Representative Office of BDNI in Manila. From 1998 to 2002, she held the position of Vice President, Treasury and Metals Risk Management, for the Philippine Associated Smelting and Refining Corporation. Ms. Padilla was also a Consultant of the Department of Tourism for Solid Waste in tourism island areas from 2008 to 2010, and Presidential Assistant from 2005 to 2008. She continues to do civic work for various NGOs and local government entities.
Atty. Ariel R. Arriola – Independent Director
Atty. Arriola is an independent director of DBP-Daiwa Capital Markets Philippines, Inc. and Tradition Financial Services Inc., and a director of other private corporations. He serves as the Corporate Secretary of Eagle Ridge Hotel Corporation, WorkHaven Space, Inc., Johnstech International Philippines Corporation, Millennium1 Solutions Philippines, Inc., and other private corporations. He is the Secretary of Xavier 88 Association, Inc., a non-stock, non-profit alumni organization, and served as a director of the Columbia University Alumni Association of the Philippines, Inc. In addition to his private practice, Atty. Arriola is a Special Counsel with the Flaminiano Arroyo & Dueñas Law Office and a consultant with Olli Consulting Group, Inc. He was a member of the Asia Pacific Regional Private Equity/Venture Capital Practice Groups and the Global Mergers & Acquisitions and Securities Practice Groups of Baker & McKenzie International.
Mr. Rafael A. Dominguez - Director
Mr. Dominguez is the President of Linden Suites, Inc. and Chairman of the Board of Intelligent Agro-Technical Resources, Inc. He is a Director of Alip River Development & Export Corporation, Eagle Ridge Hotel Corporation, Halifax Davao Hotel, Inc. and Italpinas Development Corporation.
Ms. Emmeline S. Huang – Director
Ms. Huang is currently a Director of Halifax Davao Hotel, Inc. and Linden Suites, Inc. She was also Vice President and Treasurer of Capital Garments Corporation from 1993-1999. Prior to this, she served as Head Executive Assistant of the Department of Agriculture from 1987-1993. She also held various posts in a number of other government offices.
Mr. Adrian P. Juanengo – Director & Chief Risk Officer
Mr. Juanengo is the President & Chairman of Halifax Capital Resources, Inc., and a Director and/or officer in other corporations, including Baesa Redevelopment Corporation; Artemis Realty Corporation; The Culinary Exchange, Inc.; Halifax Davao Hotel, Inc.; Linden Suites, Inc.; L’Hirondelle Holdings, Inc.; and Okayan River Corporation. He has served as a Director of the Company since February 2007. He was Assistant Manager of the Bank of Philippine Islands from 1985 to 1988; and Investment Officer of The Philippine American Life Insurance Company from 1979 to 1983.
Atty. Leo G. Dominguez – Independent Director
Atty. Dominguez was elected as a Director of the Company on June 2016 and is the current President and Chairman of the Board of OLLI Consulting Group, Inc. and OLLI Corporate Holdings, Inc. Formerly with Quisumbing Torres Law Offices where he specialized in mining law, mergers & acquisitions, environmental advisory and oil & gas law, he chaired the firm's Energy, Mining and lnfrastructure Group. He has represented a number of clients engaged in the natural resources industry as well as represented multinational corporations on local and cross-border acquisition-related transactions. He is Chairman of the Philippines-Sweden Business Council.
Mr. Albert C. Eufemio – Director, Vice President, Treasurer & Investor Relations Officer
Mr. Eufemio has been with the Company since 1992, appointed Vice President on January 1998, elected as a Director in January 2010 and as Treasurer on June 2016. He is the President & Chairman of Baesa Redevelopment Corporation and Huntly Corporation, and a Director and/or officer of Artemis Realty Corporation; L’Hirondelle Holdings, Inc.; and Okayan River Corporation. He was Vice President for Business Development of the House of Investments from 1990 to 1992, Executive Officer of the Asset Privatization Trust from 1987 to 1990, and a Special Assistant to the Board of Governors of the Development Bank of the Philippines from 1981 to 1987.
Mr. Ignacio Luis P. Tan – Vice President – Operation
Mr. Tan oversees the warehouse rental business of the Company and its subsidiary BRC. He is also Director of BRC and Elena, Inc.. He has been with the Company since 1982 and was appointed Vice President in January 1998.
Ms. Mary Ann B. Dizon – Vice President and Compliance Officer
Ms. Dizon is a Certified Public Accountant and has been with the Company since April 2010 as financial consultant. Prior to this, she was the Vice President Finance of Shangri-la Plaza Corporation, a shopping mall from 1997 to 2008. Previously, she was Finance Director, Treasurer and Controller of a marketing firm and export companies. She was also an Audit Manager of SyCip, Gorres, Velayo and Co. where she handled various companies such as shipping lines, stock brokerage, stock exchange, educational institutions, hospitals, manufacturing companies, cement company, etc.
Patricia A. O. Bunye – Corporate Secretary
Ms. Bunye is a Senior Partner in Cruz Marcelo & Tenefrancia and heads the Mining & Natural Resources Department and the Energy practice group, and is also a Partner in the Intellectual Property Department. She is a Past President of the Licensing Executives Society International (LESI) [2016-2017] and was the first Filipino and Southeast Asian to hold the said position. She is also the Founding President of Diwata-Women in Resource Development, Inc., a non-government organization advocating the responsible development of the Philippines’ wealth in resources, principally through industries such as mining, oil and gas, quarrying, and other mineral resources from the earth for processing. Her socio-civic involvements include her work as a Director of the Catholic Mass Media Awards. She is an active member of the Chamber of Mines of the Philippines’ Legal Committee. As part of her corporate practice, she serves as the Corporate Secretary of Sta. Lucia Land, Inc. (another listed company) and Lawphil Investments, Inc. She is also a director of Baskerville Trading Corporation; Belmont Equities, Inc.; Liberty Cap Properties, Inc.; Mianstal Holdings, Inc.; Quaestor Holdings, Inc.; TDF Holdings, Inc.; Westminster Trading Corporation; Winchester Trading Corporation; and Windermere Marketing Corporation. She is also the Chairman and President of CVCLAW Center Condominium Corporation.
Pancho G. Umali – Assistant Corporate Secretary
Mr. Umali is a Senior Partner in Cruz Marcelo & Tenefrancia. He is part of the Corporate & Commercial Law Department and Mining & Natural Resources Department. Mr. Umali is a member of the Intergrated Bar of the Philippines; the Philippine Bar Association; the Taguig Lawyers League, where he is the Treasurer; and the Makati Law Foundation, Inc. where he is the First Vice President. He is a director of Catania Property Holdings, Inc.; China Systems Technology Corporation; Cosmo System Corporation; Junabejo Trading Corporation; Junabejo Food Corporation; Loscano Holdings, Inc.; Mantaray Resorts, Inc.; Haw Par Tiger Balm (Philippines), Inc.; IAMSPA, Inc.; Sun East Asia Corporation; Union Earn Holdings, Inc.; and Wooloomooloo Steakhouse Philippines, Inc. He is also the Corporate Secretary of Philippine Equity Partners, Inc. and the Assistant Corporate Secretary of Lawphil Investments, Inc., CVCLAW Center Condominium Corporation and Sta. Lucia Land, Inc. (another listed company).
(b) Significant Employee
Mr. Marcelino S. Loyola – Controller
Mr. Loyola has been with the Company since June 1997. He was appointed as Controller on December 8, 2014. Prior to his appointment, he served as Chief Accountant. He also handles Baesa Redevelopment Corporation. Mr. Loyola is a Certified Public Accountant.
Security Ownership of Certain Record and Beneficial Owners
The names and addresses of all persons owning of record or beneficially more than five percent (5%) of the aggregate outstanding voting capital stock of the Registrant as of 31 August 2018 are as follows:
Security Ownership of Management
The ownership of the Directors and Executive Officers of the Company’s capital stock as of 31 August 2018 is presented below. The number of shares indicated here includes shares which are held by the Director or Executive Officer, both directly and indirectly with other shareholders.
Security ownership of all directors and executive Officers mentioned above is 173,338 shares representing 0.4953% of the Company’s total outstanding voting capital stock.
*No additional shares which the above listed beneficial and record owners has the right to acquire within thirty
(30) days from any options, warrants, rights, conversion privileges or similar obligations, or otherwise.
Voting Trust Holders
The Issuer/Registrant is not a party to any voting trust. No shareholder of the Issuer/Registrant holds more than five percent (5%) of the outstanding capital stock of the Issuer/Registrant through a voting trust or other similar agreements.
Annual Corporate Governance Reports (ACGR)
BOARD COMMITTEES and MEMBERS
CORPORATE SOCIAL RESPONSIBILITY
The Company is actively involved in supporting the welfare of the community by donating cash and non-cash items to the different government and non-government institutions for education, health and other social needs.
ENTERPRISE RISK MANAGEMENT
Risks are constantly reviewed by the Executive Committee in each of its meetings. The overall risks that the Corporation faces are effectively reviewed and addressed whenever the Board of Directors plans for the operations of the Corporation, and discusses its performance at each board meeting and at year-end.
In order to limit the amount of credit exposure to any individual client and financial institution, the Company has credit management policies in place to ensure that contracts are entered into only with clients who have sufficient financial capacity and good credit history.
The Company aims to meet commitments as they arise, to be able to access funding when needed at the least possible cost and to maintain an adequate time spread of refinancing maturities. The Company’s policy is to ensure that adequate funding is available at all times.
SEC Form 17-A (Annual Report)
SEC Form 17-Q (Quarterly Report)
SEC Form 17-C (Current Report)
SEC Form 20-IS (Information Statement)
SEC Form 23-A/B (Statement of Beneficial Ownership)
GENERAL INFORMATION SHEET (GIS)
NOTICES OF ANNUAL or SPECIAL STOCKHOLDERS' MEETING
MINUTES OF ANNUAL OR SPECIAL STOCKHOLDERS' MEETINGS
MINUTES OF ORGANIZATIONAL MEETINGS OF THE BOARD OF DIRECTORS
PRESS MATERIAL / NEWS
It is the company’s policy to actively develop and maintain good relationship with the media. However, because of the lean structure of the company, there is no independent media department. Any company information needed by analysts and media can be accessed through the company’s website. In addition, any issues/concerns or areas of good practice to the public can be handled by the company’s investor relations officer, Mr. Albert C. Eufemio.
INVESTOR RELATIONS PROGRAMS
Considering the lean structure of the company, there is no independent investor relations department. However, any stockholders, other stakeholders, and the public in general interested in the company may contact the Company’s Investor Relations Officer, Mr. Albert C. Eufemio.
1. Total Outstanding shares: 35,000,000
2. Exchange where listed: Philippine Stock Exchange
3. Top 20 Stockholders:
As of 31 August 2018, there were 511 holders of the Registrant’s common shares of which the top 20 shareholders are as follows: