Liberty Flour Mills Inc.PSE: LFM

Declaration of Property Dividends

· Issued by Liberty Flour Mills Inc.
SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) May 25, 20222. SEC Identification Number 147823. BIR Tax Identification No. 000-128-846-0004. Exact name of issuer as specified in its charter Liberty Flour Mills, Inc.5. Province, country or other jurisdiction of incorporation Makati City, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Liberty Building, 835 A. Arnaiz Avenue, Makati CityPostal Code12298. Issuer's telephone number, including area code 02 8892-50119. Former name or former address, if changed since last report N/A10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 150,000,000
11. Indicate the item numbers reported herein 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Liberty Flour Mills, Inc.LFM PSE Disclosure Form 6-3 - Declaration of Property Dividends References: SRC Rule 17 (SEC Form 17-C) and
Sections 6 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure

Declaration of Property Dividend and SEC Approval of the Property Dividend Declaration

Background/Description of the Disclosure

The Board of Directors of Liberty Flour Mills, Inc. ("LFM" or the "Corporation") approved on November 25, 2020 the declaration of a property dividend consisting of up to Ten Billion Three Hundred Fifty Million (10,350,000,000) common shares of LFM Properties Corporation ("LPC") with a par value of One Centavo (Php0.01) per share to eligible stockholders of the Corporation as of record date of December 18, 2020.

The property dividend shall be paid at a ratio of sixty-nine (69) shares of LPC for every one (1) share of the Corporation. The ratio for property dividend was determined by dividing the total number of outstanding shares declared as property dividends of LPC which is 10,350,000,000 common shares, by the total number of outstanding shares by LFM of 150,000,000. No fractional shares shall be issued and no shareholder shall be entitled to any fractional shares.

LFM expects the property dividend to be issued by the second quarter of CY 2021 and for the application for listing of the LPC shares to be filed within the third quarter of CY2021 subject to regulatory approvals. The appropriate disclosure shall be made once the distribution date has been determined.

LFM Properties Corporation "LPC") is a wholly owned subsidiary of Liberty Flour Mills, Inc. (LFM) which currently owns and operates the Liberty Plaza Building and Liberty Center Building located respectively at 102 & 104 H. V. dela Costa Salcedo Village Makati, Units 31A & 31B Pacific Plaza Condominium, Apartment Ridge Road, 6741 Ayala Ave. Makati and Lot 5 Block 1 Don Francisco Ortigas Jr .Road cor. Sapphire St. Ortigas Center, Pasig City and has no subsidiary.

LPC was incorporated and registered with the Philippines Securities and Exchange Commission (SEC) on December 18, 1995 with an authorized capital stock of 4,000,000 shares at P100 per share and with issued and outstanding of 2,500,000 common shares at P100 per share. On July 29, 2016 LPC filed with SEC an amended Articles of Incorporation amending Article II Primary & Secondary Purposes, III & VII reclassification of P100,000,000.00 Common Shares to P100,000,000.00 Preferred Shares and P300,000,000.00 common shares to a par of P0.01per share making the total issued and outstanding common shares at 25,000,000,000.

Financial highlights of LPC as of and for the period ending December 31, 2019 (Audited):

Total Assets - P949,686,530
Total Equity- P248,877,299
Revenues - P 178,571,340
Net Income- P 42,832,991

LPC will serve as a vehicle for possible future real estate ventures and opportunities and intends to file an application with the Exchange to list its shares by way of introduction

On August 19, 2021 the Securities and Exchange Commission approved the property dividend declaration of LFM. This is evidenced by a Certificate of Filing the Notice of Property Dividend Declaration dated August 19, 2021 and received by LFM, through counsel, on August 27, 2021.

At a meeting held on May 25, 2022, the Board has approved an on or before June 30, 2022, payment date for the property dividend. However, the distribution of the property dividend to each shareholder shall be subject to such shareholder's reimbursing the Corporation for the amounts that the later has advanced for the payment of the corresponding dividend tax which was necessary to secure the Electronic Certificate Authorizing Registration from the BIR to effect the transfer of the LPC shares.

Type of Securities

  • Common
  • Preferred-
  • Others-
Property Dividend
Date of Approval by Board of Directors Nov 25, 2020
Date of Approval by Stockholders N/A
Date of Approval by Securities and Exchange Commission, if applicable Aug 19, 2021
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Property to be Distributed Shares of Stock of LFM Properties Corporation
Entitlement Ratio 69 shares of stock of LPC for every one share of LFM
Record Date (to be determined after necessary approvals) Dec 18, 2020
Payment Date (to be determined after necessary approvals) Jun 30, 2022
Other Relevant Information

This amendment to the amended disclosure sets a payment date of on or before June 30, 2022; as well as informing shareholders that the release of their property dividend entitlement shall be subject to their reimbursing the Corporation the sums that the latter has advanced for the corresponding dividend tax which was necessary to secure the eCAR.

Filed on behalf by:
Name Michael John Jr. Tantoco
Designation Company Information Officer