JFC Shareholders Approve Preferred Share Issuance, All Other Resolutions at Stockholders’ Meeting
Metro Manila, Philippines, June 25, 2021 — Jollibee Foods Corporation, one of the largest Asian food service companies, announced that its shareholders approved the creation and issuance of preferred shares during the company’s Annual Stockholders’ Meeting held on June 25, 2021. JFC plans to issue Php8.0 to Php12.0 billion worth of perpetual preferred shares by September 2021, the first time in its history and the first in the food service industry in the Philippines. The preferred shares issuance is subject to the approval by the Securities and Exchange Commission (SEC) and The Philippine Stock Exchange (PSE). JFC also plans to buy back about USD250 million of its USD600 million Perpetual Securities issued in January 2020, using a portion of the net proceeds of the preferred shares issuance.
The issuance of preferred shares and the buyback of its USD Perpetual Securities are parts of an overall plan to strengthen JFC’s balance sheet. Once all are executed by December 2021, JFC would have fewer debt obligations, more distributed financial maturities over the next few years, lower foreign exchange risks, and better leverage and debt servicing ratios. These transactions will support JFC in maintaining its capability to finance its profitable growth, which is forecasted to accelerate in the next months and years, as the JFC Group plans to open about 450 new stores in 2021 and at least 500 new stores per year in the next few years.
As part of its next steps, JFC will file an application with the SEC for the shelf registration of up to 20,000,000 Peso-denominated, cumulative, non-voting, non-participating, non-convertible, redeemable perpetual preferred shares to be issued during a shelf period of up to three years from the effective date of the registration statement (or such longer period as may be approved by the SEC), at an offer price of Php1,000.00 per share, or a total amount of Php20.0 billion, with a planned initial issuance in 2021 with a base offer of Php8.0 billion equivalent to 8,000,000 preferred shares with an oversubscription option of up to Php4.0 billion equivalent to up to 4,000,000 preferred shares. The initial issuance shall be issued in one
(1) or two (2) series and may have step- up dividend rates if they are not redeemed on the 3rd or 5th anniversary of the issue date. JFC will also file an application for the listing of the perpetual preferred shares with the PSE.
These preferred shares will come from the reclassification of existing authorized and unissued common shares, thus, they will not increase the total number of authorized shares in JFC’s equity base. The issuance of preferred shares will also not change the current cash dividend policy on JFC’s common shares which is to declare as cash dividends 33% of its net income attributable to common equity holders of JFC. JFC has consistently declared cash dividends over the years of at least this amount.
JFC’s shareholders also approved all other resolutions submitted for the June 25, 2021 Annual Stockholders’ meeting. Among these were two key resolutions: (a) amendments to the primary purpose set forth in the articles of incorporation; and (b) the election of two (2) new members of the Board of Directors. The amendment to the articles of incorporation pertaining to JFC’s primary purpose will provide JFC greater flexibility to restructure its legal entities to further improve its efficiency and effectiveness in pursuing its core business in food service. The amendment to the articles of incorporation clearly and expressly state, for the avoidance of doubt the authority of JFC and its subsidiaries to invest in, acquire,
own, use and dispose of real and personal properties, of every kind and description, when such activities are done in pursuit of its business objectives.
The amendment will enable the Company to avail of a broader choice of corporate structures, securities and financial instruments available in the financial and commercial markets which will enhance its economic productivity with respect to the use of real estate properties needed to pursue it primary business purpose. As a point of clarification, JFC will not allocate more resources in real properties as the intention behind this amendment. On the contrary, one of the benefits that will arise from this amendment will be that through restructuring of its legal entities, the Company will own lesser real properties in the future and will improve its cash flows.
The other key resolution approved was the election of the board of directors which now include effective June 25, 2021, two Singaporeans – Mr. Kevin Goh and Ms. Ee Rong Chong. The election of new members in the board represents three milestones in the history of JFC’s board composition: the first time that there are three independent directors (versus two historically, the minimum required by the SEC), the first time that there are foreigners, and the first time that there is a female member, reflecting an improvement in its diversity. These changes raise the level of corporate governance of Jollibee Foods Corporation particularly the increase in the number of independent directors to three which is consistent with the best practices in the Association of Southeast Asian Nations (ASEAN) Corporate Governance.
Mr. Goh is currently the Chief Executive Officer for Lodging of CapitaLand Group, one of Asia’s largest diversified real estate groups. He is concurrently the Chief Executive Officer of The Ascott Limited in Singapore, one of the leading international lodging owner-operators with a portfolio spanning more than 190 cities across 30 countries. He oversees the Group Centre of Excellence for Digital and Technology.
Ms. Ee Rong Chong is an accomplished business leader and active board member, with extensive experience across corporate and non-profit organizations. She was most recently the Deputy Managing Director of Raffles Medical Group, charged with spearheading its commercial operations as one of Southeast Asia’s largest healthcare providers. Before joining Raffles Medical Group, she spent eighteen years with integrated marketing agency Ogilvy & Mather across several countries. During her tenure, she has built and led high performing agencies and teams through various stages of growth and transformation.
The Jollibee Group has built over the years significant economic interests based in Singapore. The Jollibee Worldwide, Pte. Ltd. (JWPL), a wholly owned subsidiary of JFC based in Singapore owns most of JFC’s businesses outside of the Philippines including those in China, Vietnam, Middle East and Europe. JWPL is also the issuer of JFC’s USD bonds worth USD1.2 billion.
As of May 31, 2021, the Jollibee Group was operating 17 brands in 33 countries with a total of 5,815 stores worldwide: 3,209 in the Philippines and 2,606 in international of which 402 were in China, 347 in North America, 274 in EMEAA, 531 with SuperFoods mainly in Vietnam, and 1,052 with Coffee Bean & Tea Leaf. Its largest brands by store outlets worldwide are Jollibee with 1,492, Coffee Bean & Tea Leaf 1,052, Chowking 616, Mang Inasal 585, and Highlands Coffee 468.
Metro Manila, Philippines, June 25, 2021 — Jollibee Foods Corporation, one of the largest Asian food service companies, announced that its shareholders approved the creation and issuance of preferred shares during the company’s Annual Stockholders’ Meeting held on June 25, 2021. JFC plans to issue Php8.0 to Php12.0 billion worth of perpetual preferred shares by September 2021, the first time in its history and the first in the food service industry in the Philippines. The preferred shares issuance is subject to the approval by the Securities and Exchange Commission (SEC) and The Philippine Stock Exchange (PSE). JFC also plans to buy back about USD250 million of its USD600 million Perpetual Securities issued in January 2020, using a portion of the net proceeds of the preferred shares issuance.
The issuance of preferred shares and the buyback of its USD Perpetual Securities are parts of an overall plan to strengthen JFC’s balance sheet. Once all are executed by December 2021, JFC would have fewer debt obligations, more distributed financial maturities over the next few years, lower foreign exchange risks, and better leverage and debt servicing ratios. These transactions will support JFC in maintaining its capability to finance its profitable growth, which is forecasted to accelerate in the next months and years, as the JFC Group plans to open about 450 new stores in 2021 and at least 500 new stores per year in the next few years.
As part of its next steps, JFC will file an application with the SEC for the shelf registration of up to 20,000,000 Peso-denominated, cumulative, non-voting, non-participating, non-convertible, redeemable perpetual preferred shares to be issued during a shelf period of up to three years from the effective date of the registration statement (or such longer period as may be approved by the SEC), at an offer price of Php1,000.00 per share, or a total amount of Php20.0 billion, with a planned initial issuance in 2021 with a base offer of Php8.0 billion equivalent to 8,000,000 preferred shares with an oversubscription option of up to Php4.0 billion equivalent to up to 4,000,000 preferred shares. The initial issuance shall be issued in one
(1) or two (2) series and may have step- up dividend rates if they are not redeemed on the 3rd or 5th anniversary of the issue date. JFC will also file an application for the listing of the perpetual preferred shares with the PSE.
These preferred shares will come from the reclassification of existing authorized and unissued common shares, thus, they will not increase the total number of authorized shares in JFC’s equity base. The issuance of preferred shares will also not change the current cash dividend policy on JFC’s common shares which is to declare as cash dividends 33% of its net income attributable to common equity holders of JFC. JFC has consistently declared cash dividends over the years of at least this amount.
JFC’s shareholders also approved all other resolutions submitted for the June 25, 2021 Annual Stockholders’ meeting. Among these were two key resolutions: (a) amendments to the primary purpose set forth in the articles of incorporation; and (b) the election of two (2) new members of the Board of Directors. The amendment to the articles of incorporation pertaining to JFC’s primary purpose will provide JFC greater flexibility to restructure its legal entities to further improve its efficiency and effectiveness in pursuing its core business in food service. The amendment to the articles of incorporation clearly and expressly state, for the avoidance of doubt the authority of JFC and its subsidiaries to invest in, acquire,
own, use and dispose of real and personal properties, of every kind and description, when such activities are done in pursuit of its business objectives.
The amendment will enable the Company to avail of a broader choice of corporate structures, securities and financial instruments available in the financial and commercial markets which will enhance its economic productivity with respect to the use of real estate properties needed to pursue it primary business purpose. As a point of clarification, JFC will not allocate more resources in real properties as the intention behind this amendment. On the contrary, one of the benefits that will arise from this amendment will be that through restructuring of its legal entities, the Company will own lesser real properties in the future and will improve its cash flows.
The other key resolution approved was the election of the board of directors which now include effective June 25, 2021, two Singaporeans – Mr. Kevin Goh and Ms. Ee Rong Chong. The election of new members in the board represents three milestones in the history of JFC’s board composition: the first time that there are three independent directors (versus two historically, the minimum required by the SEC), the first time that there are foreigners, and the first time that there is a female member, reflecting an improvement in its diversity. These changes raise the level of corporate governance of Jollibee Foods Corporation particularly the increase in the number of independent directors to three which is consistent with the best practices in the Association of Southeast Asian Nations (ASEAN) Corporate Governance.
Mr. Goh is currently the Chief Executive Officer for Lodging of CapitaLand Group, one of Asia’s largest diversified real estate groups. He is concurrently the Chief Executive Officer of The Ascott Limited in Singapore, one of the leading international lodging owner-operators with a portfolio spanning more than 190 cities across 30 countries. He oversees the Group Centre of Excellence for Digital and Technology.
Ms. Ee Rong Chong is an accomplished business leader and active board member, with extensive experience across corporate and non-profit organizations. She was most recently the Deputy Managing Director of Raffles Medical Group, charged with spearheading its commercial operations as one of Southeast Asia’s largest healthcare providers. Before joining Raffles Medical Group, she spent eighteen years with integrated marketing agency Ogilvy & Mather across several countries. During her tenure, she has built and led high performing agencies and teams through various stages of growth and transformation.
The Jollibee Group has built over the years significant economic interests based in Singapore. The Jollibee Worldwide, Pte. Ltd. (JWPL), a wholly owned subsidiary of JFC based in Singapore owns most of JFC’s businesses outside of the Philippines including those in China, Vietnam, Middle East and Europe. JWPL is also the issuer of JFC’s USD bonds worth USD1.2 billion.
As of May 31, 2021, the Jollibee Group was operating 17 brands in 33 countries with a total of 5,815 stores worldwide: 3,209 in the Philippines and 2,606 in international of which 402 were in China, 347 in North America, 274 in EMEAA, 531 with SuperFoods mainly in Vietnam, and 1,052 with Coffee Bean & Tea Leaf. Its largest brands by store outlets worldwide are Jollibee with 1,492, Coffee Bean & Tea Leaf 1,052, Chowking 616, Mang Inasal 585, and Highlands Coffee 468.