General Corporate Information
What is the fiscal year of First Gen?
The fiscal year of First Gen begins on the first day of January and ends on the last day of December of each year.
Does First Gen have a Manual on Corporate Governance?
Yes. First Gen’s Manual on Corporate Governance took effect on February 24, 2005. It was amended in April 2010, March 2011, and July 2014. Among the items instituted by First Gen in its Manual are: election of two independent directors, formation of the committees on Nomination and Governance, Compensation and Remuneration, Audit, and Risk Management, and the setting up of a compliance system.
How much is the authorized capital stock of First Gen? What are the types of shares of First Gen and which are publicly traded?
The authorized capital stock of First Gen is Php8.6 billion divided into 5 billion common stocks with a par value of Php1.00 per share, 2.5 billion preferred (Series A to E) stocks with a par value of Php0.50 per share and 235 million preferred (Series F and G) stocks with a par value of Php10.00 per share. First Gen’s common shares, as well as Series F and G preferred shares, are listed on the Philippine Stock Exchange (PSE).
The company’s board of directors and stockholders approved, on March 12 and May 13, 2015, respectively, the increase in authorized capital stock from Php8.6 billion to Php10.2 billion by way of creating 160 million Series H preferred shares with a par value of Php10.00 per share and with the following features: non-voting except in the cases provided by law; issue value and dividend rate to be determined by the board of directors at the time of issuance; entitled to receive cumulative dividends; redeemable at the option of the corporation; and, in the event of any voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, entitled to be paid at their issue value plus any accrued and unpaid dividends thereon. Such increase in authorized capital stock will take effect upon the approval by the Securities and Exchange Commission.
What is the ticker symbol for First Gen’s common shares?
What is the International Securities Identification Number (ISIN) of First Gen’s common shares?
What are the ticker symbols for First Gen’s preferred shares?
FGENF for the Series F preferred shares; FGENG for the Series G preferred shares.
What are the respective ISINs of First Gen’s Series F and Series G preferred shares?
PHY2518H1226 for the Series F preferred shares; PHY2518H1309 for the Series G preferred shares
Where are First Gen’s common and Series F and G preferred shares listed?
First Gen’s common shares, as well as Series F and G preferred shares, are listed on the PSE.
How can I invest in First Gen’s listed shares?
First Gen’s common shares, as well as Series F and G preferred shares, may be purchased through a stock brokerage accredited by the PSE.
What is the maximum foreign ownership in First Gen?
The Philippine Constitution and related statutes set forth restrictions on foreign ownership of companies engaged in certain activities. Since certain of First Gen’s subsidiaries own land and exercise the rights and privileges under a legislative franchise, foreign ownership in First Gen is limited to a maximum of 40.0% of issued and outstanding capital stock entitled to vote.
Who are the major shareholders of First Gen?
First Gen’s common shares continue to be majority-owned by First Philippine Holdings Corporation (FPH), also a listed company in the PSE. First Gen’s Series B and E preferred shares are likewise owned by FPH. Its Series F and G preferred shares are held by various investors.
No Series A, C and D shares are outstanding to date.
Who is First Gen’s stock transfer agent?
First Gen’s stock transfer agent is BDO Unibank, Inc., with the following contact details:
15th Floor, South Tower, BDO Corporate Center,
7899 Makati Avenue,
Makati City 0726
What is First Gen’s dividend policy?
The board of directors is authorized to declare dividends. A cash dividend declaration does not require any approval from shareholders. A stock dividend declaration requires the further approval of shareholders holding or representing not less than two-thirds of the Company’s outstanding capital stock. Under the Corporation Code, the Company may not make any distribution of dividends other than out of its unrestricted retained earnings.
Subject to the preferential dividend rights of the voting preferred shareholders, each holder of a common share is entitled to such dividends as may be declared in accordance with First Gen’s dividend policy. First Gen’s current dividend policy entitles holders of common shares to receive annual cash dividends equivalent to 30.0% of the prior year’s recurring net income based on the recommendation of the board of directors. Such recommendation will take into consideration factors such as debt service requirements, the implementation of business plans, operating expenses, budgets, funding for new investments and acquisitions, appropriate reserves and working capital.
When is the annual stockholders’ meeting held?
Under First Gen’s By-Laws, the annual meeting of stockholders is fixed on the second Wednesday of May of each year if said day is not a legal holiday. If said day is a legal holiday, then the meeting is to be held on the following day. Special meetings, unless otherwise provided by law, may be called at any time by the President and Secretary of First Gen upon orders of the board of directors. The Secretary shall call a special meeting of stockholders whenever he is required in writing to do so by stockholders of record owning a majority of the capital stock of First Gen entitled to vote at such meetings. Prior written notice is sent in advance to all shareholders of record as of a certain date for all regular and special shareholders meetings.
Has First Gen issued any debt security?
On October 9, 2013, First Gen issued a Regulation-S USD250 million 10-year non call 5 senior unsecured bond at a fixed coupon of 6.50 per cent per annum. Additional notes of USD50 million were issued on October 31, 2013 with the same terms. The bonds, which will mature on Oct. 9, 2023, are traded on the Singapore Exchange Securities Trading Limited or SGX. The ISIN code for the bond is XS0975540211.
Capital Stock Information
What are the basic features and characteristics of First Gen’s common shares?
At each meeting of the shareholders, a common shareholder as of a specified record date will be entitled to vote on any question or matter acted upon during such meeting. Such qualified common shareholder shall be entitled to one vote for each share of common stock standing in his name in the books of First Gen as of the record date.
The common shares are neither convertible nor subject to redemption. All of First Gen’s issued common shares are fully paid and non-assessable and are free and clear of all liens, claims and encumbrances.
Subject to the preferential rights of preferred shareholders, each holder of a common share is entitled to a pro rata share in the assets of First Gen available for distribution to the shareholders in the event of dissolution, liquidation and winding up.
Do the First Gen common shares have pre-emptive rights?
The amended articles of incorporation of First Gen provide that the shareholders shall not have any pre-emptive rights.
What are the basic features and characteristics of First Gen’s preferred shares?
All series of preferred shares are non-participating, non-convertible and, with the exception of Series F and G, voting. At each meeting of the shareholders, the holders of Series B and E preferred shares as of a specified record date will be entitled to vote on any question or matter acted upon during such meeting. Such qualified preferred shareholder shall be entitled to vote for each share of preferred stock standing in his name in the books of First Gen as of the record date. Although the Series F and G preferred shares are non-voting, their holders have the right to vote on any of the following matters pursuant to the provisions of the Corporation Code: amendment to the articles of incorporation and by-laws; sale, lease, exchange, mortgage, pledge or other disposition of all or a substantial part of the assets of the company; incurring, creating or increasing bonded indebtedness; increase or decrease of capital stock; merger or consolidation with other corporation/s; investment of corporate funds in any other corporation or business or for any purpose other than the primary purpose for which First Gen was organized; and dissolution.
Series B preferred shares are entitled to receive a cumulative cash dividend of Php0.02 per share, while Series E preferred shares are entitled to cash dividends of Php0.01 per share. Series B and E shares are transferable only to Philippine citizens or corporations at least 60.0% of whose outstanding equity capital is beneficially owned by Philippine citizens, and which, in either case, are not in competition with FPHC or any of its affiliates. Series F preferred shares were issued by the Company on July 25, 2011. Each share has an issue value of Php100.00 and is entitled to cumulative dividends at the rate of 8.0% of the issue value. On the seventh anniversary of the issue date or on any dividend payment date thereafter, First Gen shall have the option, but not the obligation, to redeem all of the Series F preferred shares outstanding. As for the Series G preferred shares, 100 million of Series G shares were issued on May 18, 2012, via public offering at an issue price of Php100.00 per share with a dividend rate of 7.7808%. The Series G shares can be redeemed by the Company on the first dividend payment date following the 10th anniversary of the issue date, which will fall on July 25, 2022.
Investor Relations Contact
Who can I contact about specific investor relations questions?
If there is difficulty finding information in the website, you may contact the Company through the following:
Vice President and Head of Investor Relations
Ms. Valerie Y. Dy Sun
First Gen Corporation
6/F Rockwell Business Center Tower 3
Ortigas Avenue, Pasig City 1604
E-mail: [email protected]