COVER SHEET
C S 2 0 1 4 1 2 2 2 9
SEC Registration Number
A L V I E R A
C O U N T R Y
C L U B ,
I N C .
(Company’s Full Name)
A L V I
E R A
C O U N T R Y
H A C I E N D A ,
P O R A
C ,
C L U B ,
B R G Y .
P A M P A N G A
(Business Address: No., Street City / Town / Province)
Atty. Yolanda M. Eleazar /
Atty. Regina G. Santos
817-6791
Contact Person
Company Telephone Number
REGISTRATION STATEMENT
Month
Fiscal Year
Day
FORM TYPE
Month
Day
Annual Meeting
Secondary License Type, If Applicable
Dept Requiring this Doc
Amended Articles Number / Section
Total Amount of Borrowings
Total No. of Stockholders
Domestic
Foreign
To be accomplished by SEC Personnel concerned
File Number
LCU
Document ID
Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 12-1, AS AMENDED
REGISTRATION STATEMENT UNDER THE SECURITIES REGULATION CODE
1. SEC Identification Number: CS201412229
2. ALVIERA COUNTRY CLUB, INC.
Exact name of registrant as specified in its charter
3. Porac, Pampanga
Province, country or other jurisdiction of
incorporation or organization
4. 008-805-693
BIR Tax Identification Number
5. Country Club
General character of business of registrant.
6. Industry Classification Code:
7.
(SEC Use Only)
Principal Office:
Alviera Country Club
Brgy. Hacienda Dolores,
Porac, Pampanga
2008 Philippines
Tel No. 045 (304-1597)
Postal Address:
c/o Ayala Land, Inc.
28/F Tower One and Exchange Plaza Building
Ayala Triangle, Ayala Avenue, Makati City
1226 Philippines
Tel No. (632) 848-5842
Fax No. (632) 848-5392
Address, including postal code, telephone number, FAX number including area code, of registrant's
principal offices
8. Not Applicable
If registrant is not resident in the Philippines, or its principal business is outside the Philippines, state
name and address including postal code, telephone number and FAX number, including area code, and
email address of resident agent in the Philippines.
9. Fiscal Year Ending Date (Month and Day): December 31
Computation of Registration Fee
Title of each class
of securities to be
registered
Class B Shares
Class C Shares
TOTAL
Amount to be
registered
2,600
300
2,900
Proposed
Maximum offering
price per unit
Proposed
maximum
aggregate offering
price
P
= 750,000.00 P
= 1,950,000,000.00
1,150,000.00
345,000,000.00
- P
= 2,295,000,000.00
Amount of
registration fee
P
= 1,147,612.50
1
Registration Statements filed pursuant to Section 12 of the Code shall be accompanied by a fee as
follows:
1
= {[(P
= 2,295,000,000.00 - P
= 1,000,000,000.00) x (0.00025)] + P
= 812,500.00} + (P
= 1,136,250.00 x 0.01]).
Alviera Country Club, Inc.
Maximum aggregate price of securities to be
offered
Not more than P500 Million
More than P500 Million but not more than P750
Million
More than P750 Million but not more than P1 Billion
More than P1 Billion
Page 2 of 67
Amount of filing fee
0.10% of the maximum aggregate price of the
securities to be offered
P
= 500,000 plus 0.075% of the excess over P
= 500
Million
P
= 687,500 plus 0.05% of the excess over P
= 750
Million
P
= 812,500 plus 0.025% of the excess over P
=1
Billion
In the case of warrants which have no issue value, the filing fee shall be P50,000.
A legal research fee of 1% of the filing fee paid for filings made pursuant to SRC Rule 8.1 shall also
be paid at the time of the filing.
Alviera Country Club, Inc.
Page 3 of 67
ALVIERA COUNTRY CLUB, INC.
(Incorporated under the laws of the Republic of the Philippines)
PROSPECTUS RELATING TO THE OFFER OF UP TO P
=2,295,000,000.00 WORTH OF CLASS
B and CLASS C SHARES IN A SECONDARY OFFERING OF 2,600 CLASS B NO PAR
VALUE SHARES AND 300 CLASS C NO PAR VALUE SHARES AT THE OFFER PRICE OF
UP TO P
=750,000.00 PER CLASS B OFFER SHARE AND P
=1,150,000.00 PER CLASS C OFFER
SHARE. THE SHARES WILL BE SOLD OVER-THE-COUNTER THROUGH THE
REGISTERED SALESMEN WHO WILL BE ENGAGED BY THE SELLING SHAREHOLDER.
THE SELLING SHAREHOLDER DOES NOT INTEND TO UTILIZE THE SERVICES OF AN
UNDERWRITER.
This Prospectus is dated as of February 4, 2015
ALVIERA COUNTRY CLUB, INC.
(ISSUER)
NUEVOCENTRO, INC.
(SELLING SHAREHOLDER)
c/o Ayala Land, Inc.
28/F Tower One and Exchange Plaza Building
Ayala Triangle, Ayala Avenue, Makati City
1226 Philippines
Telephone No. (632) 848-5842
Fax No. (632) 848-5392
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE
REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION.
Alviera Country Club, Inc.
Page 4 of 67
BRIEF SUMMARY OF THE OFFERING
Number of Shares to be offered by the Current Shareholder:
2,600 Class B Shares and 300 Class C Shares currently owned by Nuevocentro, Inc.
Total number of Shares Outstanding after the Offering:
Total number of Authorized Shares of the Issuer is 3,700 Class A Shares, 2,600 Class B Shares,
300 Class C Shares and 200 Class D Shares.
Total number of Outstanding Shares of the Issuer before the Offering is 1,025 Class A Shares, 650
Class B Shares, and 75 Class C Shares. The Selling Shareholder will eventually subscribe to the
balance of the Offer Shares and offer such shares for sale in tranches.
After the Offering, the total number of Outstanding Shares of the Issuer will be 3,689 Class A
Shares, 2,600 Class B shares, 300 Class C Shares and 200 Class D Shares.
Total gross proceeds to be raised by the Offering:
Up to a maximum of P
=2,295,000,000.00.
Brief description of the use of proceeds from the Offering:
The gross proceeds from the Offer, which is expected to range from a minimum of P
=1,425,000,000
to a maximum of approximately P
=2,295,000,000.00, net of certain transaction expenses, discounts
and relevant fees and commissions, will inure to the benefit of the Selling Shareholder. As the
construction of the Club progresses, the Selling Shareholding will contribute additional equity in
the Club and, by way of additional paid-in capital, or a premium on its Class B and Class C
shareholdings, the Project Development Costs.
Underwriters’ fees:
The Club and the Selling Shareholder do not intend to utilize the services of an underwriter and, as
such, there are no underwriters’ fees. The Offer Shares will be sold over-the-counter through the
registered salesmen who will be engaged by the Selling Shareholder.
Dividend policy:
Being a non-profit organization, no profit shall inure to the exclusive benefit of any of the
shareholders; hence, no dividends shall be declared in their favor. However, upon the dissolution
or liquidation of the Issuer, the shareholders shall be entitled to a pro-rata share of its assets at the
time of its dissolution or liquidation.
Address and telephone number of the Company's Principal Office:
Principal Office:
Alviera Country Club
Brgy. Hacienda Dolores,
Porac, Pampanga
Alviera Country Club, Inc.
Page 5 of 67
2008 Philippines
Tel No. 045 (304-1597)
Postal Address:
c/o Ayala Land, Inc.
28/F Tower One and Exchange Plaza Building
Ayala Triangle, Ayala Avenue, Makati City
1226 Philippines
Telephone No. (632) 848-5842
Alviera Country Club, Inc.
Page 6 of 67
TABLE OF CONTENTS
SUMMARY INFORMATION ....................................................................................... 09
DEFINITION OF TERMS ….…………….................................................................... 12
RISK FACTORS AND RISK MANAGEMENT STRATEGIES................................... 15
RISK DISCLOSURE STATEMENT ............................................................................. 20
APPLICATION OF PROCEEDS ................................................................................... 21
THE OFFER ................................................................................................................... 24
NON-FINANCIAL INFORMATION ............................................................................ 30
DESCRIPTION OF SHARES ........................................................................................ 36
INCORPORATORS, DIRECTORS AND OFFICERS ................................................. 49
CORPORATE GOVERNANCE .................................................................................... 57
PLAN OF OPERATIONS .............................................................................................. 58
FINANCIAL INFORMATION....................................................................................... 59
LIST OF CONSULTANTS ............................................................................................ 62
PART II - INFORMATION INCLUDED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS.................................................................... 63
INDEX TO EXHIBITS ................................................................................................... 64
SIGNATURES ……….................................................................................................... 66
Alviera Country Club, Inc.
Page 7 of 67
ALVIERA COUNTRY CLUB, INC.
(A corporation organized and existing under Philippine laws)
Secondary Offering of
Up to 2,600 Class B No Par Value Shares and
300 Class C No Par Value Shares
At the Offer Price of up to
P
=750,000.00 per Class B Offer Share and
P
=1,150,000.00 per Class C Offer Share
This Prospectus relates to the secondary offering of up to 2,600Class B no par value shares and 300
Class C no par value shares, issued by Alviera Country Club, Inc. (the “Issuer,” the “Company” or
the “Club”), to be offered for sale by Nuevocentro, Inc. (NCI), at a price of up to P
=750,000.00 per
Class B Offer Share and P
=1,150,000.00 per Class C Offer Share (the “Offer Shares”).
Unless otherwise stated, the information contained in this Prospectus is accurate as of the date
hereof, and has been supplied by the Issuer and Selling Shareholder who accepts full and sole
responsibility for the accuracy of the information, and confirms having made all reasonable and
diligent inquiries that, to the best of its knowledge and belief, there are no material facts the
omission of which would make any statement in the Prospectus misleading in any material respect.
Neither the delivery of the Prospectus nor any sale made hereunder shall, under any circumstances,
create any false impression that the information contained herein is correct as of any time
subsequent to the date hereof, or that there has been no change in the affairs of the Issuer since such
date. The Issuer warrants that it has exercised due diligence in ascertaining that (i) all material
representations contained in this Prospectus, its amendments or supplements, as supplied by its
duly authorized corporate officers, consultants, members of the Board of Directors and
shareholders, are, to the best of its knowledge and belief, true and correct, and (ii) no material
information necessary in order to make the statements contained in this Prospectus not misleading,
has been omitted.
No dealer, salesman or other person has been authorized by the Company to issue any
advertisement or to give any information or make any representations not contained in this
Prospectus and, if issued, given or made, such advertisements, information or representations must
not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer or a solicitation by anyone in any jurisdiction in which
the sale of the Offer Shares is not authorized or to any person to whom it is unlawful to make such
an offer.
The Company has filed a Registration Statement and a copy of this Prospectus with the Securities
and Exchange Commission (SEC) in accordance with the Securities Regulation Code. On
____________, the SEC issued an Order approving the Company’s Registration Statement and a
Certificate of Permit to Offer Securities (the “Permit to Sell”) covering the Offer Shares.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN
DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED
AND NO PART OF THE PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED UNTIL
THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH
OFFER MAYBE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR
Alviera Country Club, Inc.
Page 8 of 67
COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE
GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE
HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY.
Alviera Country Club, Inc.
Page 9 of 67
SUMMARY INFORMATION
(The information in this summary should be read in conjunction with the full text of this
Prospectus.)
The Project
The Project consists of the planning, development and construction of a world-class country club,
and sports and recreational facilities to be maintained, operated and managed by the Alviera
Country Club, Inc. (the “Club”), a corporation formed by Nuevocentro, Inc. (NCI), which is
currently wholly-owned by Ayala Land, Inc. (ALI) but will eventually be 55%-owned by ALI and
45%-owned by its joint venture partner, LeonioLand Holdings, Inc. (LHI). The Club shall be
located in the Municipality of Porac, Province of Pampanga, Philippines and shall have a
clubhouse, and sports, recreational and other leisure facilities which are described in greater detail
in the section Non-Financial Information under the heading Development Concept.
Alviera Country Club, Inc.
Alviera Country Club, Inc. was incorporated on July 9, 2014 to carry on the business and operation
of a sports and country club and its facilities in the Municipality of Porac, Province of Pampanga,
for the amusement, entertainment, recreational and athletic activities of its members.
The Club is organized on a non-profit basis for the sole benefit of its members. A shareholder will
be entitled to use all the recreational facilities and amenities of the Club, subject to the terms and
conditions described under the section Description of Shares, and the rules and regulations of the
Club which will be from time to time prescribed by the Board. The right to use the facilities of the
Club may be transferred to an assignee only after approval by the Board.
The Club has an authorized capital stock of 6,800 no par value common proprietary shares
consisting of 3,700 Class A Shares, which shall also be Founders’ Shares, 2,600 Class B Shares,
300 Class C Shares, and 200 Class D Shares. Upon incorporation, 1,750 shares of the total
authorized capital stock consisting of 1,025 Class A Shares, 650 Class B Shares, and 75 Class C
Shares were subscribed to and fully paid by NCI at an issue price of P
=76,000.00 per share, or an
aggregate issue value of =
P133,000,000.00. NCI paid for its subscription in cash at the aggregate
issue value of P
=133,000,000.00.
As the construction of the Club progresses, NCI will contribute as additional equity in the Club and
by way of additional paid-in capital, or a premium on its Class B and Class C shareholdings, the
Project Development Costs (see Definition of Terms).
The Offer
The Selling Shareholder (see Definition of Terms) will be offering the Offer Shares (see Definition
of Terms) in tranches on a staggered basis at increasing Offer Prices. The details relating to the
Offer are summarized below as follows:
Alviera Country Club, Inc.
Page 10 of 67
Number of shares to be offered
Class B Class C Total
by the Selling Shareholder:
Nuevocentro, Inc.
2,600
300 2,900
CLASS B
No. of Offer Shares
Price per share
2014
650
450,000
2015
390
550,000
2016
390
600,000
2017
390
650,000
2018
390
700,000
2019
390
750,000
CLASS C
No. of Offer Shares
Price per share
2014
75
850,000
2015
45
900,000
2016
45
950,000
2017
45
1,000,000
2018
45
1,050,000
2019
45
1,100,000
Estimated Offer Period for Offer Shares:
Class B
Class C
September 2014 to December 2019
September 2014 to December 2019
Estimated Maximum Offer Price for Initial Offer:
Class B
Class C
P750,000.00
=
=1,150,000.00
P
Brief Description of Application of Proceeds
The projected selling price per share will be from =
P450,000 to P
=750,000 for a Class B share and P
=
850,000 to P
=1,100,000 for a Class C Share. The shares will be offered in tranches and are projected
to be fully offered by 2019.
The gross proceeds from the Offer, which is expected to range from a minimum ofP
=
1,425,000,000.00 to a maximum of approximately P
=2,295,000,000.00, net of certain transaction
expenses and relevant fees, discounts and commissions, will inure to the benefit of the Selling
Shareholder.
Risks of and Considerations for Investing
The Club foresees competition with existing sports, golf and country clubs and other similar
projects in Central Luzon in terms of operating history and reputation.
Factors affecting the value of the Offer Shares include real estate appreciation/depreciation, the
absence of an organized trading market which can make readily available the market valuation for
Alviera Country Club, Inc.
Page 11 of 67
publicly-traded shares. The risks connected to political factors and foreign exchange rate
fluctuations will also have an impact on the estimated Project costs.
Prospective purchasers should take into consideration that the Club will be operated on a non-profit
basis; hence, no dividends will be declared in favor of shareholders. The shares are also subject to
the Club’s right of first refusal.
Other considerations for prospective buyers would be the lack of operating history of the Club, the
absence of an underwriter for the Offer Shares, and the pre-qualification requirements for
membership in the Club.
More detailed information on the Risks of and Considerations for Investing is provided under the
section Risk Factors and Risk Management Strategies.
Summary of Financial Information of the Club
As of the date of this Prospectus, the Club’s audited income statement and balance sheet are as
follows:
Expenses
Incorporation expenses
Professional fees
Taxes and licenses
Other expenses
P2,192,058
941,400
665,000
56,501
Net Loss
3,854,959
Other Comprehensive Income
-
Total Comprehensive Loss
P
3,854,959
Alviera Country Club, Inc.
Statement of Financial Position
As of August 15, 2014
Assets
Current Assets
Cash
Input VAT
P
Non-Current Assets
Land
P
Liabilities and Members’ Equity
Accounts and other payables
114,643,074.00
1,687,230.00
14,271,153.75
130,601,457.75
0
Alviera Country Club, Inc.
Accounts Payable
Accrued Expenses
Members' Equity
Capital Stock
Retained Earnings
Total Members’ Equity
Page 12 of 67
1,388,516.25
56,501.00
P 133,000,000.00
(3,843,559.50)
129,156,440.50
P 130,601,457.75
As of the date of this Prospectus, the Club has not started its regular business operations. The
Club’s cash comes from that portion of its paid-up capital paid in cash by the subscribing
shareholder in the amount of P
=133,000,000 in exchange for 1,750 shares of stock.
A copy of the Audited Financial Statements of the Club as of August 15, 2014 is attached hereto as
part of the Exhibits.
A summary of the financial information of NCI can be found in the section The Offer under the
heading Selling Shareholder.
Alviera Country Club, Inc.
Page 13 of 67
DEFINITION OF TERMS
“Affiliate”
any Person directly or indirectly (through one or
more intermediaries) Controlling, Controlled by,
or under common Control with another Person
“ALI”
Ayala Land, Inc., a corporation duly organized and
existing under Philippine laws, and incorporated
for the purpose of engaging in real estate business.
“Articles”
the Articles of Incorporation of the Club
“Board” or “Board of Directors”
the Board of Directors of the Club
“By-laws”
the By-laws of the Club
“Club”
Alviera Country Club, Inc., a corporation duly
organized and existing in accordance with the laws
of the Republic of the Philippines
“Control,” “Controlling,”
“Controlled by”
the possession by one Person, directly or indirectly
(through one or more intermediaries) of the power
to direct or cause the direction of the management
or policies of another Person through the
ownership of more than fifty percent (50%) of the
voting stock of such Person
“Director”
a member of the Board including the qualifying
nominee of a Selling Shareholder to the Board,
and the independent directors required by law
“Gross Parcel”
the parcel of land located in Barangay Hacienda
Dolores, Porac, Pampanga with an aggregate area
of approximately 72,121.10square meters,
constituting a portion of the parcel of land covered
by Transfer Certificate of Title No. 0422014005468 of the Registry of Deeds for San
Fernando, Pampanga
“Initial Offer”
a portion of the Offer Shares consisting of 650
Class B Shares and 75 Class C Shares that will be
initially offered for sale to the public
“LHI”
LeonioLand Holdings, Inc. a corporation duly
organized and existing under Philippine laws, and
incorporated for the purpose of engaging in real
estate business
“Member”
a shareholder who has been granted membership
Alviera Country Club, Inc.
“NCI”
Page 14 of 67
to the Club by the Board, with the rights and
privileges defined in the Articles and By-laws,
more specifically described in the section
Description of Shares under the heading Classes of
Shares
Nuevocentro, Inc., a real estate corporation which
is currently wholly-owned by ALI but will
eventually be 55%-owned by ALI and 45%-owned
LHI, formed for the development of Alviera, a
masterplanned
township
located
in
the
Municipality of Porac, Pampanga
“Offer”
the offering for sale of the Offer Shares to the
public
“Offer Period”
the period during which the Offer Shares will be
offered for sale to the public, more specifically
described in the section The Offer under the
heading Offer Period
“Offer Price”
the Peso price at which the Offer Shares shall be
offered for sale to the public determined as of the
date such Offer Shares (or portion thereof) are
offered for sale, more specifically described in the
section The Offer under the heading Offer Price
“Offer Shares”
a total of 2,900 common shares of the Club
consisting of 2,600 Class B Shares and 300 Class
C Shares to be offered for sale to the public
“P
=,”“Peso,” “Pesos”
legal tender in the Philippines
“Person”
an individual or natural person, a partnership, joint
venture, corporation, trust, and any other entity or
unincorporated organization
“Project”
the planning, development and construction of the
country club, and the sports and recreational
facilities and amenities to be owned, operated,
maintained and managed by the Club
“Project Development Costs”
the costs and expenses actually incurred by the
Club in the planning, development and
construction of the Club’s facilities and amenities
“Prospectus”
this document and any of its amendments
pertaining to the issuance and sale of the Offer
Shares
“SEC”
the
Philippine
Securities
and
Exchange
Alviera Country Club, Inc.
Page 15 of 67
Commission
“SRC”
Republic Act No. 8799, otherwise known as the
Securities Regulation Code
“Selling Shareholder”
NCI
“Usage Right”
the right to the use and enjoyment of all the
facilities and privileges of the Club pursuant to the
Articles, By-laws, and the rules and regulations of
the Club
Alviera Country Club, Inc.
Page 16 of 67
RISK FACTORS AND RISK MANAGEMENT STRATEGIES
(Prior to making an investment decision, interested investors should carefully consider, along with
other matters set out in this document, the following investment considerations or risk factors,
which are not intended to be exhaustive.
The price of securities can and does fluctuate, and any individual security may experience upward
or downward movements, and may even become valueless. There is an inherent risk that losses may
be incurred or that profit may be made as a result of buying and selling securities. Past
performance is not a guide to future performance. There is an extra risk of losing money when
securities are bought from smaller companies. There may be a big difference between buying price
and the selling price of these securities. An investor deals in a range of investments each of which
may carry a different level of risk.
This risk disclosure does not purport to disclose all the risks and other significant aspects of
investing in these securities. The investor should undertake his own research. He may request
information on the securities and issuer thereof from the Commission, which are available to the
public. Furthermore, an investor should seek professional advice if he or she is uncertain of, or has
not understood any aspect of, the securities to invest in or the nature of the risks involved in the
purchase of the securities.
The following risk factors, while not purporting to be all-inclusive, should be considered by
prospective purchasers of the Offer Shares in conjunction with the information presented
throughout this Prospectus. These risk factors are presented in the order of their importance.)
Real Estate Appreciation/Depreciation
The investment in the shares of the Club is an indirect investment in real property such that the
usual risks associated with property ownership should be considered. These include natural
calamities, adverse changes in political and economic conditions, environmental laws or applicable
Philippine regulations, which may affect property values and could result in real estate appreciation
or depreciation in the future.
Market Valuation
While the Offer Shares are transferrable after five (5) years from the date of commencement of
commercial operations of the Club, it is not anticipated that an organized trading market for the
purchase and sale of such shares will develop in the near future. Prospective buyers who intend to
invest purely for potential capital gains should consider that the shares are not publicly traded and
market valuation may not be readily available.
Economic and Political Factors
The depreciation of the Philippine Peso will directly affect the estimated construction and
development costs for the Project, which includes the costs of imported construction materials and
service fees of foreign consultants. Any escalation in development costs for the Project may affect
Alviera Country Club, Inc.
Page 17 of 67
the Offer Price at which the Offer Shares will be offered for sale after the Initial Offer. Any
political or economic instability in the future may have a negative effect on the Offer Price.
In the event that the Offer Shares are not sold within the projected timetable because of economic
and political factors that may decrease the selling price of the Offer Shares, NCI will contribute
additional equity or advances or cause the Club to loan from third parties such amounts as may be
necessary to complete the development of the Project.
Mitigation Plan for the Above Risks
NCI shall implement measures to ensure that investors’ investments in the Offer Shares shall be
protected even during downturns and changes in business condition.
To ensure that the Offer Shares will be marketable, NCI will promote the Club not as a stand-alone
development but as part of the mixed-use township development project, Alviera. The Club will
also be aggressively marketed together with the selling of residential lots and houses, as well as
commercial and industrial lots, in Alviera. NCI will also use ALI’s wide network of internal and
external sales force to market the Club. As the residents, investors and locators reside in Alviera, it
is expected that the demand for the Offer Shares will continuously increase alongside the
development and completion of each of Alivera’s communities, resulting in the appreciation of the
value of the Offer Shares.
To ensure that quality of the Club remains up to standards, the operations of the Club will be fully
managed by ALI through its Affiliate, Ayalaland Club Management, Inc. (ACMI).
Makati Development Corporation (MDC), the construction arm of ALI, will be the general
contractor of the Club. Since MDC has a track record and is well-established in the construction
industry, it has partnering rates with several suppliers and can easily lock-in prices of construction
materials to manage the risk of cost fluctuations.
Competitive Business Condition
The Club is expected to encounter competition from existing sports, golf and country clubs which
are located in Central Luzon and in other regions. The competition with these clubs is expected to
be based on operating history, secondary price of available shares, amenities and facilities, and
location and accessibility.
The Club has suitably differentiated itself from the competition through its unique offerings. No
other leisure development in the area, whether existing or currently being developed, offers
proprietary shares in a club with both sports and country club facilities situated in a mixed-use
township development amidst mountain nature setting. The Club’s design, surroundings and
available nature-based activities will set it apart from competition. A more detailed discussion of
its competitors are set out in the section Non-Financial Information under the heading Competition.
Alviera Country Club, Inc.
Page 18 of 67
Dividends
Being a non-profit organization, no profit shall inure to the exclusive benefit of any of its
shareholders; hence, no dividends shall be declared in their favor. However, upon the dissolution
or liquidation of the Club, shareholders shall be entitled to a pro-rata share of the assets of the Club
at the time of its dissolution or liquidation.
Restrictions on Property Ownership
Under the Philippine Constitution, certain restrictions are imposed on the ownership of private
land. Private land may be transferred or conveyed only to citizens of the Philippines and
corporations and associations at least sixty percent (60%) of the capital of which is owned by
citizens of the Philippines, aliens (but only in cases of hereditary succession) and, subject to certain
limitations, natural-born citizens of the Philippines who have lost their Philippine citizenship. As a
consequence, not more than forty percent (40%) of the issued capital stock of the Club may be
issued, transferred or sold to any person who is neither a citizen of the Philippines, nor a
corporation or association of which at least sixty percent (60%) of the issued capital stock is owned
by citizens of the Philippines. For this purpose, ownership shall be determined by reference to the
register of shareholders.
Restriction on Transfer of Shares
As a condition precedent to the sale of the Offer Shares, buyers purchasing the Offer Shares from
the Selling Shareholder shall undertake not to sell, dispose or convey in any manner nor to
mortgage, pledge or in any manner encumber, the Offer Shares in favor of any person or entity
until after the lapse of a period of five (5) years from date of commencement of the commercial
operations of the Club, except for such class or classes of shares as the Board of the Club may, by
resolution, exclude from the scope of this restriction. Subscribers will thus have the option of
selling the Offer Shares only following the expiry of such five (5)-year period.
No Operating History
While the Club itself does not have any operating history, ALI, which is currently the majority
shareholder of NCI, was instrumental in establishing the leisure clubs in Anvaya Cove: the Anvaya
Cove Beach and Nature Club and the Anvaya Cove Golf and Sports Club. ALI’s development and
management expertise contributed to the success of Anvaya Cove Beach and Nature Club. Anvaya
Cove Beach and Nature Club has been operational since 2005 and has a membership base of
approximately 2,500 members. On the other hand, Anvaya Cove Golf and Sports Club has been
operational since 2010 and has a membership base of approximately 1,000 members. ALI has
completed and fully turned over to the Anvaya Cove Beach and Nature Club and to the Anvaya
Cove Golf and Sports Club all its committed deliverables.
In addition, ALI has earned a reputation for development management excellence. As the most
established real estate company in the industry, ALI has received numerous awards in the year
2013 including the following:
Award
Rank
Award-Giving Body
Alviera Country Club, Inc.
Best Overall Developer in the
Philippines
Platinum Award for all-round
excellence
Over-all Best Managed Large Capital
Company
Best Investor Relations by a
Philippines Company (Certificate of
Excellence)
Best Property Manager
Page 19 of 67
By Country: Top 1
By Region: Top 5
Top 1
Euromoney
Top 1
Asiamoney
Top 1
IR Magazine
By Country: Top 1
By Region: Top 5
Euromoney
The Asset
ALI is committed to cause NCI to deliver a club that meets its standards of service and
management excellence.
No Underwriter
The Club and the Selling Shareholder do not intend to utilize the services of an underwriter. This
may affect the rate at which the shares will be sold and there is no guarantee that all of the Offer
Shares will be sold.
In the event that not all of the Offer Shares are sold within the projected timetable, NCI will
contribute additional equity or advances or cause the Club to loan from third parties such amounts
as may be necessary to complete the development of the Project in accordance with the estimated
budget stated and the facilities of the Club identified herein.
Requirement of Membership Application
Membership in the Club is a privilege. The Club shall qualify the prospective Club members before
any actual sale, assignment or transfer of a share in the Club is executed. Prior to any sale,
assignment or transfer of a share in the Club (other than transfers between designees of original
subscribing corporate shareholders of Founders’ Shares), the prospective purchaser, assignee or
transferee shall be pre-qualified by the Club in the manner determined in the By-laws and the rules
and regulations of the Club as the Board of Directors may adopt from time to time. For this
purpose, the prospective purchaser, assignee or transferee must file or cause to be filed an
application for membership with the Board of Directors in accordance with the By-laws and such
rules and regulations of the Club. Once accepted as a member of the Club, the assignee or
transferee shall be entitled to use all the facilities of the Club, subject to the conditions prescribed
by the By-laws and such rules and regulations of the Club. The consequences arising from the
disapproval by the Board of Directors of an application for Club membership shall be governed by
the By-laws and the rules and regulations of the Club.
Prospective shareholders who are natural persons (other than a holder of a Founders’ Share) must
file an application for membership with the Board of Directors for their admission as a Regular
Member of the Club for purposes of Article II, Section 2(a) of the By-laws, or nominate a person
for the latter’s admission as a Nominated Member of the Club for purposes of Article II, Section
2(b) of the By-laws.
Alviera Country Club, Inc.
Page 20 of 67
Prospective shareholders which are juridical entities must nominate natural persons who shall cause
an application for membership to be filed with the Board of Directors for the admission of such
persons as Nominated Members of the Club for purposes of Article II, Section 2(b) of the By-laws.
Grantees of associate memberships shall similarly file an application for membership with the
Board of Directors for their admission as Associate Members for purposes of Article II, Section
2(d) of the By-laws.
A person shall be accepted for membership in the Club only with the approval of the Board of
Directors of the Club, provided that the membership of persons who have been designated as
Founding Members under Article II, Section 2(c) of the By-laws shall not require the approval of
the Board of Directors.
Once the Board of Directors deems the applicant qualified for membership, the applicant shall be a
Regular Member, Nominated Member, or Associate Member (as the case may be) for purposes of
Article II, Section 2 of the By-laws and shall be entitled to Usage Rights, subject to the provisions
of the Articles of Incorporation and the By-laws.
Right of First Refusal
The shares will be subject to the Club’s right of first refusal as set forth in the Articles. If any
shareholder wants to sell, assign, transfer or otherwise dispose of any share or subscription right to
any share of stock of the Club, the shareholder must grant a right of first refusal to the Club to
purchase the offered share at a purchase price and under the terms and conditions set by the selling
shareholder. If the Club accepts the offer, it shall transmit its written acceptance of the offer to the
selling shareholder. Within five (5) days from receipt by the selling shareholder of the Club’s
acceptance of the offer and payment of the offered share, the selling shareholder shall execute in
favor of the Club a deed of absolute sale transferring the rights, title and interest in and to the
offered share. Thereafter, the share(s) will be considered treasury share(s) that may be reissued by
the Board of Directors at such price and under such terms and conditions as the Board shall
determine and prescribe. If the offer is not accepted by the Club, it will waive its right to purchase
the offered shares and the selling shareholder will have the option to sell the share(s) to a third
party in the manner set out in the Seventh Article, Part B, of the Articles of Incorporation. A more
detailed discussion is set forth in the section Description of Shares under the heading Right of First
Refusal.
Alviera Country Club, Inc.
Page 21 of 67
APPLICATION OF PROCEEDS
It is anticipated that the Offer will generate gross receipts that will range from a minimum of
P1,425,500,000.00 to a maximum of approximately P2,295,000,000.00 for the duration of the Offer
Period. The proceeds of the Offer, net of certain transaction expenses, including relevant fees,
discounts and brokers’ commissions, shall accrue to NCI.
Upon incorporation, NCI received 650 Class B Shares and 75 Class C Shares in exchange for its
contribution of cash to the Club. These shares constitute the Initial Offer. NCI will eventually
subscribe to the balance of the Offer Shares and offer such shares for sale in tranches, as set forth in
the section The Offer under the heading Offer Period. Thus, should all the Offer Shares be sold to
the public, 100% of the of the total proceeds from the sale of the Offer Shares, net of certain
transaction expenses, including relevant fees and brokers’ commissions, shall accrue to NCI. As the
construction of the Club progresses, NCI will contribute as additional equity in the Club and/or by
way of additional paid-in capital or a premium on its Class B and Class C shareholdings, the
Project Development Costs. NCI shall consequently be responsible for causing the entire
development and construction work for the Club to be completed.
A portion of the proceeds will be used to discharge debt incurred solely for the construction and
operation of the Club. No material amount of the proceeds will be used to acquire assets or finance
the acquisition of any other business not related to the purposes of the Club. No material amount of
money shall be used to reimburse any officer, director or employee for service rendered, assets
previously transferred, money loaned or advance otherwise.
Net Proceeds based on Proposed Minimum Offer Price (in P)
Receipts
Gross Receipts - Total Offer Shares
Less: Discounts
Net Sales
Less:
Broker’s Commission
Marketing Expenses
Registration and other related expenses
Total Cost of Sales, Marketing,
Registration and Other Related Expenses
Net Proceeds
Development and Construction Cost
Land Cost
GAE and DOE advances
Capital Gains Tax
Total Development Cost, GAE
and Capital Gains Tax
1,425,000,000
71,250,000
1,353,750,000
71,250,000
71,250,000
14,250,000
% Gross
Receipts
100%
5%
5%
5%
1%
156,750,000
1,197,000,000
941,336,686
15,743,907
83,400,000
49,791,940
1,087,272,534
63%
1%
6%
3%
Alviera Country Club, Inc.
Page 22 of 67
Net Income Accruing to NCI for
Project Management and Cost of Capital
109,727,466
Net Proceeds based on Proposed Maximum Offer Price (in P)
Receipts
Gross Receipts - Total Offer Shares
Less: Discounts
Net Sales
Less:
Broker’s Commission
Marketing Expenses
Registration and other related expenses
Total Cost of Sales, Marketing,
Registration, and Other Related Expenses
Net Proceeds
Development and Construction Cost
Land Cost
GAE and DOE advances
Capital Gains Tax
Total Development Cost, GAE
and Capital Gains Tax
Net Income Accruing to NCI for
Project Management and Cost of Capital
2,295,000,000
114,750,000
2,180,250,000
114,750,000
114,750,000
22,950,000
% Gross
Receipts
100%
5%
5%
5%
1%
252,450,000
1,927,800,000
941,336,686
15,743,907
118,200,000
133,791,941
41%
0.7%
5%
6%
1,209,072,534
718,727,466
Details of certain accounts are more specifically described as follows:
Selling and Marketing Expenses: Selling expenses are composed of broker’s commissions and
selling-related administration expenses. Marketing expenses pertain to expenses incurred for
advertising and promotions.
General and Administrative Expenses (GAE): These are expenses to be incurred by ACC as
developer in managing the market scanning, planning, development, construction and turn-over of
the Project to the Club. This account includes the salaries of project development personnel and
support staff such as technical planning, construction management, legal, accounting, and
information systems. This also includes payment for third party contracts entered into during the
planning and construction of the Project such as security, property management, and landscaping.
Development and Construction Costs (Estimated with VAT): These costs are broken down as
follows (in P):
Alviera Country Club, Inc.
Consultancy and Planning
Country Clubhouse and Sports Center
Main Club House, Grand Ball Room, Sports and Spa Facilities
Miscellaneous (Permits, Licenses & Others)
Total Development Cost
Page 23 of 67
31,017,396
887,919,290
22,400,000
941,336,686
The actual costs incurred by NCI for construction and development of the various facilities of the
Club will be revaluated and declared upon completion of commitments in the specified dates.
The completion dates of the foregoing developments are specifically set out in the section on NonFinancial Information under the heading Completion Rate.
Custodianship Agreement
In compliance with Section 8E of SRC Rule 12.1, a Custodianship Agreement was executed
between NCI and an appointed Bank as its custodian (the “Custodian”) (a copy of which is attached
as part of the Exhibits) for the primary purpose of retaining custody of the proceeds from the sale of
the Offer Shares. Under said Agreement, NCI shall open an account with the Custodian and deliver
to the Custodian for deposit into such account all payments representing the proceeds from the sale
of the Offer Shares under such terms and conditions mutually agreed upon by the parties.
The fees payable to the Custodian will be shouldered by NCI.
Alviera Country Club, Inc.
Page 24 of 67
THE OFFER
Offer Shares
The Offer Shares shall consist of 2,900 no par value common shares composed of 2,600Class B
Shares and 300 Class C Shares.
Upon the incorporation of the Club, 650 Class B Shares and 75 Class C Shares were issued to NCI
at the initial issue price of P
=76,000.00 per share. These shares constitute the Initial Offer. NCI will
eventually subscribe to the balance of the Offer Shares and offer such shares for sale in tranches, as
set forth under the heading Offer Period below. NCI shall subscribe and fully pay all Offer Shares
prior to the execution of sale agreements with the buyers.
The Offer Shares are proprietary in nature. No profit shall inure to the exclusive benefit of any of
its shareholders; hence, no dividends shall be declared in their favor. Ownership of any of the
Offer Shares and the approved application for membership of the shareholder to the Club shall
entitle the shareholder to Usage Rights, subject to the provisions of the Articles of Incorporation
and By-laws. A more detailed description of the features of the Offer Shares is set forth in the
section Description of Shares under the heading Classes of Shares.
The Offer Shares will be offered for sale in tranches by the Selling Shareholder. The number and
class of Offer Shares to be offered for the account of the Selling Shareholder are more specifically
identified under the heading Selling Shareholder below. The Initial Offer shall consist of 650 Class
B shares and 75 Class C shares. The number of Offer Shares to be offered for sale in subsequent
tranches is shown below under the heading Offer Price below.
Offer Period
The Offer Shares will be offered for sale in tranches. The Offer Period for each tranche will be
driven by the sales take-up of the Offer Shares by the market for that specific tranche. Using
average take-up volumes, the aggregate Offer Period for the Offer Shares is estimated to be five (5)
years. The Offer Period is expected to commence in September 2014 and end by year 2019.
The estimated Offer Period for each tranche is indicated below:
Tranche
Initial
2nd Tranche
3rd Tranche
4th Tranche
5th Tranche
6th Tranche
Total
Number of Shares
Class C
Class B
650
390
390
390
390
390
2,600
75
45
45
45
45
45
300
Offer Period
September 2014 - December 2014
January 2015 - December 2015
January 2016 - December 2016
January 2017 - December 2017
January 2018 - December 2018
January 2019 - December 2019
Alviera Country Club, Inc.
Page 25 of 67
The Selling Shareholder reserves the right to terminate or extend the Offer Period, and increase or
decrease the number of shares for each tranche falling therein, at any time at its absolute discretion.
Offer Price
Offer Prices for the Initial Offer are pegged at an estimated maximum price of P
=750,000.00 for
Class B Shares, and P
=1,150,000.00 for Class C Shares. The proposed schedule of offering
activities and proposed Offer Prices subsequent to the Initial Offer are indicated below:
Tranche
Number of
Shares
Class B
Minimum
Offer Price (P)
Initial
650
450,000
750,000
2nd Tranche
390
450,000
750,000
3rd Tranche
390
450,000
750,000
4th Tranche
390
450,000
750,000
5th Tranche
390
450,000
750,000
6th Tranche
390
450,000
750,000
Total
Maximum
Offer Price (P)
Offer Period
September 2014 December 2014
January 2015 December 2015
January 2016 December 2016
January 2017 December 2017
January 2018 December 2018
January 2019 December 2019
2,600
Tranche
Number of
Shares
Class C
Minimum
Offer Price (P)
Initial
75
850,000
1,150,000
2nd Tranche
45
850,000
1,150,000
3rd Tranche
45
850,000
1,150,000
4th Tranche
45
850,000
1,150,000
5th Tranche
45
850,000
1,150,000
6th Tranche
Total
45
300
850,000
1,150,000
Maximum
Offer Price (P)
Offer Period
September 2014 December 2014
January 2015 December 2015
January 2016 December 2016
January 2017 December 2017
January 2018 December 2018
January 2019 December 2019
In line with the premium character of the Club development, an overall premium pricing strategy
will be employed. Comparable upper-end developments have initially priced their products within
this range and have been received well by the market.
Alviera Country Club, Inc.
Page 26 of 67
The range of the Offer Price at which the Offer Shares will be sold subsequent to the Initial Offer is
the Selling Shareholder’s current estimate of the value of the Offer Shares as of the date the
relevant tranche is offered for sale. The increase in the Offer Prices is based on several factors,
including: (a) the inflationary effects of estimated construction and development costs; (b)
percentage of completion of the Project; and (c) expected appreciation of the market value of the
Offer Shares. For these reasons, the Selling Shareholder reserves the right to terminate or extend
the Offer Period and increase or decrease the number of shares for each tranche falling therein, at
any time at its absolute discretion.
Selling Shareholder
Upon incorporation of the Club, NCI subscribed to all the Offer Shares in cash at its initial issue
price of P76,000.00 per share, or an aggregate issue price of P133,000,000.00.
As the construction of the Club progresses, NCI will contribute as additional equity in the Club and
by way of additional paid-in capital, or a premium on its Class B and Class C shareholdings, the
Project Development Costs. NCI shall consequently be responsible for causing the entire
development and construction work for the Club to be completed.
The following tables show the ownership of the Club’s Offer Shares before and after the
completion of the Offer:
Authorized capital
stock of the Club
Initial Subscription
upon Incorporation
NCI
Founders
Additional
Subscription
NCI
Founders
Upon Public
Offering
NCI
Founders
Public
Class
A
3,700
%
Class B
%
2,600
Class
C
300
%
Class
D
200
%
Total
1,014
11
650
-
25
-
-
1,689
2,675
-
1,950
-
275
-
200
-
5,100
-
-
(2,600)
2,600
(300)
300
-
(2,900)
2,900
6,800
After the Offer
Class
A
%
Class
B
%
Class
C
%
Class
D
%
Total
Alviera Country Club, Inc.
Authorized capital
stock of the Club
Number of shares
owned by:
NCI
Public
Page 27 of 67
3,700
2,600
3,689
-
80%
-
2,600
300
100%
300
200
100%
200
-
6,800
100%
-
3,889
2,900
Board of Directors and Officers
The following are the members of management of the Club and their respective ownership of
shares:
Name
Bernard Vincent O. Dy
Lawrence N. Leonio
Anna Ma. Margarita B. Dy
Clarissa Teresita L. Asuncion
Augusto D. Bengzon
Leonardo L. Leonio
Arturo G. Corpuz
Clarissa Teresita L. Asuncion
Jaime E. Ysmael 2
Lawrence N. Leonio 3
Carlo Leonardo N. Leonio
Liberato P. Laus 4
Oscar S. Reyes 5
Total
Position
Chairman &Director
Vice-Chairman
President &Director
Treasurer
Director
Director
Director
Director
Director
Director
Director
Independent Director
Independent Director
Nationality
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Share
Subscribed
(Class A)
1
1
1
1
1
1
1
1
1
1
1
1
1
11
%
Share
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.03%
0.33%
Other than NCI, no person has more than 5% ownership stake in the Club.
The intention is for NCI to be a joint venture between ALI and LHI. It is currently wholly-owned
by ALI but will eventually be 55%-owned by ALI and 45%-owned by LHI.
NCI is primarily engaged in the real estate business, particularly the development of the 1,125hectare mixed-use estate called Alviera located in Porac, Pampanga. Alviera will be developed into
an integrated, mixed-used township envisioned to be a world-class business and lifestyle hub. It
will serve as a center of growth in Central Luzon with BPO buildings, retail centers, universities, an
industrial and business park, a country club, recreational amenities and a full range of residential
options.
2
At their meetings both held on July 17, 2014, the Board of Directors, by a majority vote, and shareholders owning or
representing at least 2/3 of the outstanding capital stock of the Club, approved the amendment of the Club’s Articles of
Incorporation to increase the number of directors from 7 to 11. The application for the amendment of the Club’s
Articles of Incorporation is currently pending with the SEC.
3
Please see Note 2
4
Please see Note 2.
5
Please see Note 2.
Alviera Country Club, Inc.
Page 28 of 67
Plan of Distribution
To undertake the distribution of its Offer Shares to the public, NCI has engaged the services of
GG&A Club Shares Brokers, Inc. (GG&A), an accredited broker of the SEC, which will be paid an
agency fee in the amount of P1,800.00 per Offer Share sold for the first 1,000 Offer Shares, and
P2,000.00 per Offer Share for the succeeding Offer Shares sold, net of applicable taxes. A copy of
the Agency Agreement is attached as part of the Exhibits.
NCI shall engage the in-house brokers of ALI, ALI’s Affiliates such as Avida Land Corporation
(Avida) and Alveo Land Corporation (Alveo), and third-party brokers like GG&A to promote,
market, and sell the Offer Shares at such prices specified by NCI from time to time and on the
standard terms and conditions of quotation or sale specified by NCI. The brokers shall also ensure
completion of necessary reservation and booking documents of all buyers, including all forms
required by the SEC. As commission for selling the Offer Shares, the brokers shall receive a
maximum of 5% based on the net selling price of the Offer Share.
The purchase price for the Offer Shares may be paid either in full or through installment schemes to
be determined by the Selling Shareholder. The payment terms in effect for the Initial Offer may be
adopted for subsequent tranches, subject to the right of the Selling Shareholder to revise such terms
to conform to prevailing market conditions.
A buyer of an Offer Share shall execute a Reservation Agreement and pay the Selling Shareholder
a reservation fee as an expression of his or her firm intention to buy the Offer Share. This fee shall
be non-refundable, except when the buyer’s application for membership has been disapproved by
the Club, in which case, the Selling Shareholder shall refund the reservation fee in full without
interest.
In the event that a buyer opts not to proceed with the purchase of an Offer Share, or in the event of
other circumstances of default as specified in the relevant sale agreement, such sale agreement shall
be cancelled by giving the buyer a written notice of cancellation or demand for rescission by
notarial act. The buyer shall thereafter be entitled to a refund of all amounts paid on the purchase
price less the reservation fee, liquidated damages computed in the amount equal to 20% of the
purchase price, penalties at the rate of 3% per month (or fraction thereof) of delay accrued as of the
date of cancellation, broker’s commission, and any other unpaid charges by reason of the sale and
purchase of the Offer Share. The relevant sale agreements are attached hereto as part of the
Exhibits.
The Selling Shareholder shall have full discretion, without any obligation to give any reason, to
reject or accept any purchase. It shall also have the right to allocate the available Offer Shares in
the event that the same is not sufficient to satisfy all purchase applications. The corresponding
refunds in such case shall be without interest and shall be delivered within ninety (90) days from
the date NCI or its appointed selling agents receive payment for the shares.
There are no shares of stock designated to be sold to specified Persons. There are also no shares of
stock allocated to an exchange and/or to its members or by an exchange to its members.
Alviera Country Club, Inc.
Page 29 of 67
Philippine Taxation
The following discussion describes the principal Philippine tax consequences of the purchase,
ownership and disposition of shares in the Club. This discussion does not purport to be a
comprehensive description of all of the tax considerations that may be relevant to a decision to
purchase the shares.
As used herein, the terms (1) “domestic corporation” means a corporation organized and existing
under Philippine laws; and (2) “Philippine resident” means (a) an individual, whether or not a
citizen of the Philippines, who is actually present in the Philippines not merely as a transient or
sojourner as this term is defined by relevant Philippine regulations, and (b) a corporation which is
engaged in trade or business in the Philippines.
Capital Gains Tax
In general, a final tax is imposed on net capital gains realized during the taxable year from the sale,
barter, exchange or other disposition of shares of stock in a domestic corporation, except shares
sold or disposed of through the stock exchange, at the rate of 5% on the first P100,000.00 and 10%
on the excess of P100,000.00, of the net capital gains by the holders of such shares of stock. This
applies to individuals or corporations, regardless of whether such holder is a resident of the
Philippines or not. However, this rule is qualified in case the holder of the shares is a resident of a
country with whom the Philippines has an existing tax treaty. Depending on the provisions of the
tax treaty, gains from the alienation of shares of stock in a domestic corporation may not be taxed
in the Philippines or may only be taxed in the Philippines where the property of such domestic
corporation consists principally of immovable property. The word “principally” has been
interpreted by existing Philippine regulations to mean more than fifty percent (50%) of the total
value of the assets of the Club. Thus, if this requirement is not met, the sale of shares by the holder
who is not a Philippine resident is exempt from Philippine income tax.
Documentary Stamp Tax
Documentary stamp tax on the original issuance of shares is payable at the rate of P1.00 for every
P200.00, or fraction thereof, based on the par value and in the case of the original issuance of
shares without par value, on the actual consideration for the original issuance of such shares.
Documentary stamp tax on the sale, agreement to sell or transfer of shares is payable at the rate of
P0.75 for every P200.00, or a fraction thereof based on the par value of the shares and in the case of
shares of stock without par value, the documentary stamp tax is equal to 25% of the documentary
stamp tax paid upon the original issue of such shares.
The foregoing taxes have to be paid to the Philippine Bureau of Internal Revenue before the
transfer of said shares may be affected in the stock and transfer book of the Club.
Alviera Country Club, Inc.
Page 30 of 67
NON-FINANCIAL INFORMATION
Form and Date of Organization
The Club was organized as a stock, non-profit corporation and was duly registered with the SEC on
July 9, 2014. The Club has no predecessors. As of the date of this prospectus, the Club has
subsidiaries and is not yet operational.
The Club is not involved in any bankruptcy, receivership or similar proceedings. Neither is the
Club involved in any material reclassification, merger consolidation or purchase or sale of
significant amount of assets not in the ordinary course of business.
Description of Business
The Club was incorporated for the purpose of maintaining, operating, managing and carrying on the
business of a sports and leisure club and its facilities in the Municipality of Porac, Province of
Pampanga for the amusement, entertainment, recreational and athletic activities, on a non-profit
basis, of its members.
NCI shall engage in-house brokers of ALI, ALI’s Affiliates, Avida and Alveo, and third-party
brokers like GG&A to sell the Offer Shares. NCI will pay the brokers commission for selling the
Offer Shares.
Once the club is operational, revenues will be derived from monthly dues, use of sports equipment,
sales of food and beverages, and other revenue-generating activities related to the operations of the
Club. However, since it will be operated on a non-profit basis, no part of its net income shall inure
to the benefit of any shareholder. Assessments, fees and dues collected from its shareholders shall
be for the sole purpose of meeting the operational and maintenance expenses of the Club.
The Club is a critical part of the over-all township plan for the Alviera development and enhances
Alviera’s positioning as a growth center in Central Luzon. While there are existing leisure clubs
around the area (see more detailed discussion in this section under the heading Competition), the
Club intends to set itself apart from other leisure clubs in the country by making accessible a
unique, interactive experience for its members in the context of a natural setting, while providing
accessible, first-class facilities and amenities while still maintaining an environmentally sustainable
approach. The quality of these facilities and amenities, coupled with the highest level of service, is
the principal method of competition that the Club will utilize to ensure its long-term viability in the
leisure industry. Also, the Club will be an exclusive club that will cater primarily to the Central
Luzon market. It will also be part of a mixed-use development which will include commercial
developments (e.g., retail and hotel).
The Club will enter into contracts with suppliers and service providers which will be evaluated and
will be finalized in preparation for potential project opening dates. Energy and power supply will
be provided primarily by Pampanga Electric Cooperative (PELCO) which will also provide
primary power to the entire Alviera development. In addition, NCI will engage Manila Water
Company for the supply and distribution of water. The Club is not expected to be dependent on one
or a limited number of suppliers for its essential raw materials.
Alviera Country Club, Inc.
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There are no patents, trademarks, copyrights, franchises or royalty agreements.
The Club will rely heavily on a solid membership base and frequent usage. A successful launch
and sales of the Offer Shares supported by continuous promotion will be primary initiatives.
As the Club is not yet operational, it has not incurred any revenues, whether from foreign or local
sales.
The business of the Club is not dependent upon a single customer or a few customers, the loss of
any or more of which would have a material adverse effect on the Club. As of the date of this
Prospectus, there is no customer that will account for twenty percent (20%) of the Club’s revenues.
The Club will engage ALI’s Affiliates, MDC and ACMI as the Club’s general contractor and the
operations manager, respectively.
Development Concept
Description and Location of the Site
The Club will form part of Alviera, the new masterplanned development by ALI, consisting of
approximately 1,125 hectares, located in Porac, Pampanga. Alviera will house BPO buildings,
retail centers, universities, a technology and business park, a country club, recreational amenities
and a full range of residential options.
The site of the Club is approximately 7.4 hectares plus a 0.86-hectare future expansion property
bounded by the Alviera town center in the north, overlooking the Porac ridges in the south, and
Subic-Clark Toll Expressway in the west.
Principal Properties
The facilities and amenities of the Club will be constructed on a 5.6-hectare parcel of land located
in Porac, Pampanga. The parcel, also known herein as the Gross Parcel, is owned by the Club.
The real property taxes on the Gross Parcel for the year 2014 have been paid by NCI to the
Municipality of Porac.
The Gross Parcel is free from any lien or encumbrance and is not the subject of any legal
proceedings.
The Club does not intend to acquire principal properties (such as real estate, plant and equipment,
mines and patents) in the next 12 months.
Description of Business Strategy
The Club intends to enhance the family bonding experiences within Alviera. It intends to set itself
apart from other leisure clubs in the country by providing a unique sports and leisure experience
which not only provides for family activities but also showcases Alviera’s picturesque and dramatic
landscape of mountains, natural rivers, gullies and ravines.
Alviera Country Club, Inc.
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The Club will also be an additional attraction to the 1,125-hectare mixed-use Alviera development.
To control the exclusivity and quality of the facilities and development, only a limited number of
shares shall be offered.
Facilities
In line with its development concept, the Club will offer the following facilities and amenities:
Main Clubhouse
Main Lobby and
Reception
Service Pavilion
Shops
Administration Office
Board Room
Clubhouse Veranda and
Lounge
Specialty Dining
Function
Rooms/Ballroom
Sports Center
Aquatic Center
Pool Deck
Lockers and Showers
Game and Recreation
Room
Sports Recreation
Gym and Fitness Area
Multi-purpose room
Racket Sports
Multi-purpose Sports
Courts
Entertainment Area
Kids Zone
OthersAreas
Spa
Outdoor Garden
Area where members and guests are welcomed
Area where members can register and are processed
Facility where operations staff are located
Storage for towels and other sports equipment
Area where visitors can buy food, pastries and sports apparel
Of76fice space for the administration and operations team
Venue for private meetings
Lounge and dining area that provides sweeping views of the
swimming pool in a casual al-fresco setting
Air-conditioned dining area in a more intimate setting with specialty
cuisine
Area for events and large gatherings
Flexible lay-out that can accommodate informal and formal events
Large pool area broken down into different active pool zones for
various water based activities
Area around pool area for sun bathing and lounging
Area reserved for comfort rooms, lockers and showers for sports
center users
Area reserved for video games and other recreational equipment
Casual dining area in an alfresco setting
Facility that provides for various fitness equipment that includes
cardio and strength machines
Room reserved for individual or group fitness sessions including
yoga and pilates
2 indoor and 2 outdoor tennis courts
3 badminton courts
1 multi-purpose court that can host group sports like basketball,
volleyball, footsal and badminton
Area that can also hold large gatherings and events
Area with interactive entertainment - billiard tables, darts, KTV
rooms and movie rooms
Area for kids’ swimming pool with slides and other kids’ play
equipment
Area for massage and wellness area
Open outdoor area
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Developer-Owned Facilities
In addition to the Club facilities specified above, members will be allowed access to facilities
developed by NCI for the use of the Club, which shall consist of the following structures or
improvements:
Facility
Zipline
Ropes Course
Giant Swing
Adventure Tower
Ecological Trails
Playground
Harnesses and cables running between poles
Obstacle course consisting of challenges involving ropes
A larger version of the swing
For wall climbing and rappeling and free fall
Scenic paths with varying degrees of difficulty for walking, hiking
and mountain-biking
Kiddie playground made with natural materials and various
educational elements
Land Use Allocations
Following the conceptual development plan of the Project, the Gross Parcels shall be devoted as
location for the clubhouse and sports center and their respective amenities and facilities.
Completion Rate
The estimated completion for the Club’s amenities and facilities is first quarter of 2017.
Competition
The leisure market has proven to be of interest among numerous land development companies due
to the extensive promotion of the industry, escalation of the market segment seeking vacation
destinations, and increase in interest in the natural environment and tourism. Several clubs are
considered competitors since they are well-known throughout the industry.
Belle Corporation’s Tagaytay Highlands Country Club offers an array of various experiences for
the entire family. The club complements the vacation residential development already set-up along
the sprawling hills of Tagaytay. Individual shares are priced at P650,000.00 and the corresponding
monthly dues are P3,200.00. The primary attraction of the club is the golf course.
Timberland Sports and Nature Club by Filinvest Development Corporation is another development
that is located in mountains and nature setting. The club offers nature treks and various sports with
modern facilities. Membership in such club cost P560,000.00 and the monthly dues are P2,500.00.
In addition, membership can only be acquired by referrals and invitations.
Hamilo Coast Beach and Country Club is a project of SM Investments Corporation which tries to
provide a tropical destination that is also eco-friendly. The club envisions the promotion of ecotourism in the Philippines. Shares of the club are currently priced at P460,000.00 and the monthly
dues are P2,500.00.
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Punta Fuego is a LandCo Pacific Corporation development that provides an exclusive resort that
takes advantage of its strategic location by the sea. It has a number of sports and relaxation
facilities that provide services for its members. Club Punta Fuego shares are priced at
P1,000,000.00 and the monthly dues amount to P3,000.00.
The abovementioned developers are just a few of the competitors across the Philippines, but two
major competitors that must be considered because of their proximity to the Project are the Subic
Bay Yacht Club and Club Morocco.
Subic Bay Yacht Club (SBYC) is a membership club that offers berthing facilities for different
types of seagoing vessels. It frequently hosts events such as regattas and other boat races. It has a
clubhouse with dining facilities. SBYC was launched in April 1997 with an offering of 3,000
shares. Market data provides that as of 2004, 1,600 shares have been sold at the selling price of
P120,000.00 per share and a transfer fee of P250,000.00, or a total cost of P370,000.00. The
membership club promotes its innovative design that creates the perfect ambience targeting the
upper market. The segment targeted by the club includes primarily watersportsmen and
businessmen with their families.
Club Morocco is a development by Sta. Lucia Realty and Development Corporation that offers
residential lots in a beach resort setting. It has water views and offers activities such as swimming,
sailing and fishing. It has a hotel with 24-twin sharing rooms, 4 suites, coffee shops, restaurants, a
gym, boutiques, a lake-type pool and game rooms.
The Club intends to set itself apart from the foregoing clubs and other leisure clubs in the country
by providing a unique interactive experience for its members in the context of a natural setting by
making accessible in-nature facilities to be separately developed by NCI. It will also offer a wide
variety of nature-based activities that the other clubs do not make available. The competitive
advantage of the Club is also in its setting that provides a dramatic landscape of foothills, forest and
the sea. The expertise and track record of NCI (through ALI) in the field of real estate development
further guarantees a high-quality development the value of which will appreciate over time.
Legal and Regulatory Matters
As of the date of this Prospectus, the Club is not a party to any litigation which would have any
material or adverse effect upon its business or financial condition. The Gross Parcel owned by the
Club is not the subject of any legal proceedings.
On August 23, 2014, the Department of Environment and Natural Resources (DENR) issued the
Environmental Compliance Certificate (ECC) for the Alviera development where the Project is
located. Among the conditions under which the ECC was granted is the establishment of the
following:
1.
A Multipartite Monitoring Team (MMT) composed of local government units concerned,
NGO/PO, DENR Region 3, Environmental Management Bureau Region 3, and the Project
proponent. There is already an existing Multipartite Monitoring Team for Alviera that can
take on this task.
2.
A continuing Information, Education, and Communication (IEC) Program to explain
publicly its Environmental Impact Statement (EIS).
Alviera Country Club, Inc.
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The foregoing conditions are intended to ensure that the development and operation of Alviera and
the Club do not violate existing environmental laws. In view of the fact that the establishment of
the foregoing programs is still on its planning stage, the costs attendant to compliance with the
foregoing conditions are not determinable as of the date of this Prospectus.
A development permit which covers the entire Alviera development has also been obtained. The
development permit was approved and issued by the office of the Municipal Mayor. The Barangay
resolution was approved on June 10, 2014.
The Gross Parcel is covered by a Conversion Order issued by the Department of Agrarian Reform
(DAR) on June 4, 2003, which classified the Gross Parcel as “mixed use” to include, but not
limited to, leisure, commercial, retail, residential and industrial use. A copy of the DAR conversion
order is attached hereto as part of the Exhibits.
NCI does not foresee any existing or probable government regulation which may in any way hinder
the development and operation of the Club.
Amount Spent on Development Activities
The amount to be spent this year for development activities are estimated to aggregate
approximately P82,400,000.00. The breakdown of which is presented as follows:
Item
Design And Planning
Permits And Other Expenses
Construction
Total Expenses
Amount (In P)
30,000,000.00
22,400,000.00
30,000,000.00
82,400,000.00
Alviera Country Club, Inc.
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DESCRIPTION OF SHARES
(The information in this section should be read in conjunction with the Articles of Incorporation
and By-laws of the Club.)
The Club has a total authorized capital stock of 6,800 shares consisting of 3,700 Class A Shares,
which shall also be the Founders’ Shares when initially issued to the original subscribers of the
Club specified in the Eighth Article of the Articles of Incorporation, 2,600 Class B Shares, 300
Class C Shares, and 200 Class D Shares. Only the Class B Shares and Class C Shares are included
in the Offer. All shares are without par value. Subject to the Articles of Incorporation, authority is
conferred upon the Board of Directors to issue such shares for such consideration as it may from
time to time fix, which in no event shall be less than the amount prescribed by law. The current
issue price of the shares as determined by the Board of Directors is P76,000.00 per share.
The following table details the shares to be offered by the Selling Shareholder:
Class
Authorized
Shares
A
B
C
D
Total
3,700
2,600
300
200
6,800
Current
Subscribed
Shares
(NCI and
Directors)
11
1,025 7
650
75
11
1,750
Directors’
Qualifying
Shares
Shares to
be
Acquired
by NCI 6
2,675
1,950
225
200
Total
Share
Ownership
of NCI
3,689 8
2,600
300
200
6,789
Offer
Shares
2,600
300
2,9002,900
Upon the incorporation of the Club, 650 Class B Shares and 75 Class C Shares were issued to the
Selling Shareholder at the initial issue price of P
=76,000 per share. The Selling Shareholder will
eventually subscribe to the balance of the Offer Shares and offer such shares for sale in tranches, as
set forth in the section The Offer under the heading Offer Period. The Selling Shareholder shall
subscribe and fully pay all Offer Shares prior to the execution of sale agreements with the buyers.
The nature and type of the shares of the Club, the rights and privileges of the holders for each class
thereof, particularly their rights over the facilities of the Club, are discussed hereunder.
Classes of Shares
Class A Shares
Class A Shares shall be held by an individual, corporation, partnership or association, irrespective
of nationality or citizenship. Each Class A Share shall be entitled to one (1) Usage Right which
shall be exercised by its holder or his or its nominee in the manner set forth in the By-laws of the
6
NCI will eventually subscribe to the balance of the Offer Shares and offer such shares for sale in tranches. NCI will
likewise subscribe to the balance of the Class A Shares and Class D Shares.
7
Includes 11 directors’ qualifying shares.
8
Excludes the 11 directors’ qualifying shares.
Alviera Country Club, Inc.
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Club. Subject to the provisions of the Articles of Incorporation, Class A Shares shall have voting
rights, exercisable in accordance with the provisions of the By-laws.
Class A Shares, when initially issued to the original subscribers of the Club specified in the Eight
Article of the Articles of Incorporation, shall have the status of Founders’ Shares with all the rights
and privileges ascribed to Founders’ Shares by the Articles of Incorporation and By-laws.
Founders’ Shares shall be subject to the following rights and restrictions:
(i)
Within a period of five (5) years from the date of incorporation of the Club, the holders of
Founders’ Shares shall have the sole and exclusive right, to the exclusion of holders of
Class B Shares, Class C Shares, and Class D Shares: (i) to nominate and vote for persons
who shall serve as directors of the Club, (ii) to vote on any other matter requiring the vote
of shareholders, and (iii) in case of natural persons, to be voted as directors of the Club,
provided that the expiry of such five (5)-year period, such Class A Shares shall
automatically cause the shares to lose their character as Founders’ Shares and the holder
shall, for all intents and purposes, be deemed to be a holder of a regular Class A Share, in
which event, the voting rights of the holders of the Class A Shares shall be equal in all
respects to the voting rights of all the other classes of shares and, provided further, that
these rights shall at all times be exercised in accordance with the By-laws.
(ii)
Within a period of five (5) years from the date of incorporation of the Club, the holders of
Founders’ Shares shall be prohibited from selling, transferring, conveying or in any other
manner disposing of the Founders’ Shares to third persons, except when the sale, transfer,
conveyance or disposition of the Founders’ Shares is made by a juridical entity to the
latter’s designees who will hold the shares for and on behalf of such juridical entity. Any
sale, assignment, transfer, or other disposition of a Founders’ Share in violation of this
provision shall be null and void and shall produce no effect whatsoever and shall not be
registrable in the books of the Club, except as may be required by Philippine law.
(iii)
Each original subscribing holder of a Founders’ Share who is a natural person shall be
entitled to automatic membership in the Club and shall thereby be entitled to exercise his
Usage Right to the Club without need of any further act or deed and without paying any
activation fee.
(iv)
Each original subscribing holder of a Founders’ Share which is a juridical entity shall be
entitled to exercise the Usage Right attached to each share without need of any further act or
deed and without paying any activation fee upon the application and qualification of its
nominee for membership to the Club in accordance with the By-laws of the Club.
Class B Shares
Class B Shares shall be held by an individual, corporation, partnership or association, irrespective
of nationality or citizenship. Each Class B Share shall be entitled to one (1) Usage Right which
shall be exercised by its holder or the holder’s nominee in the manner set forth in the By-laws of
the Club. Class B Shares shall have voting rights exercisable in accordance with the provisions of
the Articles of Incorporation and the By-laws of the Club.
In view of the issuance of Founders’ Shares, the voting rights pertaining to the Class B Shares shall
be suspended for the period commencing from the date of incorporation of the Club up to and
including the date prior to the fifth anniversary of such date of incorporation. On the fifth
Alviera Country Club, Inc.
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anniversary of the date of incorporation of the Club, the voting rights of all Class B Shares shall be
automatically activated and shall be equal in all respects to those of the holders of all the other
classes of shares.
Holders of Class B Shares shall not enjoy preemptive rights to subscribe to any or all original
issuance of Class A Shares, Class C Shares, and Class D Shares of the Club and to any sale,
assignment or transfer of any class of treasury shares.
Class C Shares
Class C Shares shall be held by a corporation, partnership, or association, irrespective of
nationality. Each Class C Share shall be entitled to two (2) Usage Rights which shall be exercised
by its nominees in the manner set forth in the By-laws of the Club. Class C Shares shall have voting
rights exercisable in accordance with the provisions of the Articles of Incorporation and the Bylaws of the Club.
In view of the issuance of Founders’ Shares, the voting rights pertaining to the Class C Shares shall
be suspended for the period commencing from the date of incorporation of the Club up to and
including the date prior to the fifth anniversary of such date of incorporation. On the fifth
anniversary of the date of incorporation of the Club, the voting rights of all Class C Shares shall be
automatically activated and shall be equal in all respects to those of the holders of all the other
classes of shares.
Holders of Class C Shares shall not enjoy preemptive rights to subscribe to any or all original
issuances of Class A Shares, Class B Shares, and Class D Shares of the Club and to any sale,
assignment or transfer of any class of treasury shares.
Class D Shares
Class D Shares shall be held by an individual, corporation, partnership or association, irrespective
of nationality or citizenship. Each Class D Share shall be entitled to one (1) Usage Right which
shall be exercised by its holder or the holder’s nominee in the manner set forth in the By-laws of
the Club. Class D Shares shall have voting rights exercisable in accordance with the provisions of
the Articles of Incorporation and the By-laws of the Club.
In view of the issuance of Founders’ Shares, the voting rights pertaining to the Class D Shares shall
be suspended for the period commencing from the date of incorporation of the Club up to and
including the date prior to the fifth anniversary of such date of incorporation. On the fifth
anniversary of the date of incorporation of the Club, the voting rights of all Class D Shares shall be
automatically activated and shall be equal in all respects to those of the holders of all the other
classes of shares.
Holders of Class D Shares shall not enjoy preemptive rights to subscribe to any or all original
issues of Class A Shares, Class B Shares, and Class C Shares of the Club and to any sale,
assignment or transfer of any class of treasury shares.
Alviera Country Club, Inc.
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Shareholders
The following are the shareholders of the Club as of the date of the commencement of the Offer
Period:
Name
Nationality
Nuevocentro, Inc.
Leonardo N. Leonio
Bernard Vincent O. Dy
Arturo G. Corpuz
Anna Ma. Margarita B. Dy
Augusto D. Bengzon
Clarissa Teresita L. Asuncion
Jaime E. Ysmae 9
Lawrence N. Leonio 10
Carlo Leonardo N. Leonio
Liberato P. Laus 11
Oscar S. Reyes 12
Total
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
No. and Class of
Amount of
Shares Subscribed
Capital Stock
A
B
C
Total Subscribed (P)
1,014 650
75 1,743
132,468,0 00
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1
1
76,000
1,025 650 75 1,754
133,000,000
% of
Total
98.9%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
100%
Ownership and Transfer of Shares
The Club is an exclusive club and is organized on a non-profit basis for the sole benefit of its
shareholders. No profit shall inure to the exclusive benefit of any of its shareholders; hence, no
dividends shall be declared in their favor. Shareholders shall only be entitled to a pro-rata share of
the assets of the Club at the time of its dissolution or liquidation.
In the event that any shareholder violates the provisions of the Articles of Incorporation or the Bylaws or resolutions or rules and regulations duly promulgated by the Board of Directors or
shareholders, or commits any other act or conduct which the Board may deem injurious or hostile
to the purposes or interest of the Club, its guests and patrons or other shareholders, such
shareholder may be expelled by the Board of Directors in the manner provided in the By-laws upon
proper and prior notice and hearing. Thereupon, he shall cease to be a shareholder and shall have
no right with respect to his share in accordance with the By-laws.
A person or entity acquiring the shares of the Club from the original subscribers of the Club that are
juridical entities (other than the designees of such original subscribers) shall be prohibited from
selling, disposing, transferring, mortgaging, pledging, encumbering or conveying in any manner the
shares of the Club in favor of any person or entity until after the lapse of a period of five (5) years
from the date of commencement of the commercial operations of the Club.
9
Please see Note 2.
Please see Note 2.
11
Please see Note 2.
12
Please see Note 2.
10
Alviera Country Club, Inc.
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Any sale, assignment, transfer or other disposition of any shares of the Club not made pursuant to
the Articles of Incorporation shall be null and void and of no effect whatsoever, and shall not be
registrable in the books of the Club, except as may be required by Philippine law.
In accordance with SRC Rule 12.1(8)(A), the sale, assignment, transfer or other disposition of any
share of the Club shall be recorded in the books of the Club, and the share certificate in the name of
the purchaser, assignee, or transferee shall be issued by the Club, within sixty (60) days from the
date of full payment by such purchaser, assignee or transferee of the consideration for the share or,
where no consideration was paid, from the date of execution of the document effecting the transfer,
subject to the condition that such purchaser, assignee or transferee shall have qualified for
membership as determined by the Board of Directors.
The obligation of the Corporate Secretary to effect the sale, assignment, transfer or disposition of a
share in the books of the Club and issue the share certificate pursuant to the immediately preceding
paragraph shall, in any event, be exercised in accordance with the requirements of applicable laws.
Club Membership
Procedure for Membership
Membership in the Club is a privilege. The Club shall qualify the prospective Club members before
any actual sale, assignment or transfer of a share in the Club is executed. Prior to any sale,
assignment or transfer of a share in the Club (other than transfers between designees of original
subscribing corporate shareholders of Founders’ Shares), the prospective purchaser, assignee or
transferee shall be pre-qualified by the Club in the manner determined in the By-laws and the rules
and regulations of the Club as the Board of Directors may adopt from time to time. For this
purpose, the prospective purchaser, assignee or transferee must file or cause to be filed an
application for membership with the Board of Directors in accordance with the By-laws and such
rules and regulations of the Club. Once accepted as a member of the Club, the assignee or
transferee shall be entitled to use all the facilities of the Club, subject to the conditions prescribed
by the By-laws and such rules and regulations of the Club. The consequences arising from the
disapproval by the Board of Directors of an application for Club membership shall be governed by
the By-laws and the rules and regulations of the Club.
Prospective shareholders who are natural persons (other than a holder of a Founders’ Share) must
file an application for membership with the Board of Directors for their admission as a Regular
Member of the Club for purposes of Article II, Section 2(a) of the By-laws, or nominate a person
for the latter’s admission as a Nominated Member of the Club for purposes of Article II, Section
2(b) of the By-laws.
Prospective shareholders that are juridical entities must nominate natural persons who shall cause
an application for membership to be filed with the Board of Directors for the admission of such
persons as Nominated Members of the Club for purposes of Article II, Section 2(b) of the By-laws.
Grantees of associate memberships shall similarly file an application for membership with the
Board of Directors for their admission as Associate Members for purposes of Article II, Section
2(d) of the By-laws.
A person shall be accepted for membership in the Club only with the approval of the Board of
Directors of the Club, provided that the membership of persons who have been designated as
Alviera Country Club, Inc.
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Founding Members under Article II, Section 2(c) of the By-laws shall not require the approval of
the Board of Directors. Once the Board of Directors deems the applicant qualified for membership,
the applicant shall be deemed a Regular Member, Nominated Member, or Associate Member (as
the case may be) for purposes of Article II, Section 2 of the By-laws and shall be entitled to Usage
Rights, subject to the provisions of the Articles of Incorporation and the By-laws.
Classification of Membership
In granting membership in the Club, the Board of Directors shall classify members of the Club as
follows:
Regular Members
A Regular Member is a natural person who is a registered owner of a Class A Share, Class B
Share, or Class D Share and shall be admitted as member of the Club only with the approval of the
Board of Directors. A Regular Member is entitled to exercise Usage Rights in his personal
capacity, or assign such Usage Rights to a natural person who shall act as his Nominated Member
and exercise such Usage Rights in his place.
To qualify as a Regular Member, a person must possess the following minimum qualifications, the
determination of which shall be made by the Board of Directors:
(i)
(ii)
he must be of legal age; and
he must be of good moral character and has not and is not exhibiting conduct which is
inimical to the interests of the Club, its shareholders or members.
The Board of Directors shall prescribe such other requirements for evaluation and approval of
applications for regular membership as it may deem necessary and shall, at all times, inform the
shareholders of such minimum qualifications for membership.
Regular Members are entitled to exercise all the rights of a shareholder as provided for by law and
to the extent indicated in the By-laws and Articles of Incorporation, such as the right to vote in all
matters requiring approval of the shareholders and a right to a pro rata share of the assets of the
Club upon its dissolution.
In the event that a Class A Share, Class B Share, or Class D Share is registered in the name of two
(2) or more natural persons as co-owners, only one co-owner shall be entitled to apply and qualify
for membership in the Club as a Regular Member, provided that the authority of such co-owner to
apply for membership and exercise the Usage Rights pertaining to such share shall be evidenced by
an instrument (in the form prescribed by the Club) duly executed by all of the co-owners. The coowners shall further be entitled to exercise their rights as follows: (i) in exercising their right to
vote, all co-owners, collectively, shall have one (1) vote pertaining to said Class A Share, Class B
Share, or Class D Share and such right to vote shall be exercised through and by way of proxy
executed by all co-owners in favor of one (1) co-owner or a third person, and (ii) the Usage Rights
may be exercised only by the co-owner qualifying as a Regular Member to the exclusion of the
other co-owners of such Class A Share, Class B Share, or Class D Share. Notwithstanding that the
rights of membership pertaining to a Class A Share, Class B Share, or Class D Share may be
exercised only by one co-owner at any given point in time, all co-owners shall be deemed jointly
Alviera Country Club, Inc.
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and solidarily liable to the Club for any liability or obligation arising from the exercise of the rights
of membership pertaining to said share.
Nominated Members
Nominated Members are natural persons who are assignees of: (i) Regular Members, or (ii)
juridical entities holding any share of stock in the Club, and shall be admitted as members of the
Club only with the approval of the Board of Directors. Juridical entities holding Class A Shares,
Class B Shares, or Class D Shares shall, by resolution of its board of directors (a certified copy of
which shall be submitted to the Corporate Secretary of the Club), designate one (1) person for each
share of stock registered in the name of such juridical entity in the books of the Club who shall act
as its Nominated Member, while those holding Class C Shares shall, by resolution of its board of
directors (a certified copy of which shall be submitted to the Corporate Secretary of the Club),
designate two (2) persons for each share of stock registered in the name of such juridical entity in
the books of the Club who shall act as its Nominated Members.
Nominated Members shall be entitled to exercise Usage Rights to the exclusion of the Regular
Member who caused his nomination. However, Nominated Members shall not be entitled to
exercise the right to vote, hold office, elect directors and any other right pertaining to a shareholder
under the By-laws, Articles of Incorporation, or the Corporation Code of the Philippines, all of
which rights shall continue to vest in the Regular Member or the juridical entity causing the
nomination of the Nominated Member to the extent indicated herein and in the Articles of
Incorporation, it being understood that upon the qualification by the Nominated Member to
membership in the Club, the rights of such Regular Member or juridical entity causing his
nomination shall only be that of a shareholder.
To qualify as a Nominated Member, an assignee must possess the following minimum
qualifications, the determination of which shall be made by the Board of Directors:
(i)
he must be of legal age;
(ii)
he must be of good moral character and has not and is not exhibiting conduct which is
inimical to the interests of the Club, its shareholders or members; and
(iii)
if a nominee of a juridical entity, he must be a registered shareholder, officer or employee of
such juridical entity.
The Board of Directors shall prescribe such other requirements for evaluation and approval of
applications for nominated membership as it may deem necessary and shall, at all times, inform the
shareholders of such minimum qualifications for membership.
A Nominated Member only derives his rights from the membership of the Regular Member or the
juridical entity which nominated him as Nominated Member and exercises said rights only on
behalf of such Regular Member or juridical entity. Thus, any limitation which may be imposed on
the membership rights of the Regular Member or juridical entity causing the nomination shall be
binding upon the Nominated Member, and the termination or suspension of the membership rights
of the Regular Member or juridical entity shall also result in the termination or suspension of the
exercise by a Nominated Member of such rights on behalf of such Regular Member or juridical
entity.
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Founding Members
Founding Members are natural persons (i) who hold Founders’ Shares in their names pursuant to
Article Eighth of the Articles of the Club, and (ii) who hold the Founders’ Shares for and on behalf
of the juridical entity having beneficial ownership of the Founders’ Shares. Founding Members,
for as long as they continue to hold Founders’ Shares, shall be automatically entitled to exercise
Usage Rights and all other rights of membership and rights of a shareholder pursuant to the Bylaws without need of any act or deed and without paying any activation fee. A Founding Member
may be replaced by the juridical entity designating him to be its representative in the Club and the
person so replacing him shall, for all intents and purposes, be deemed a Founding Member who
shall be accorded all the rights and privileges of a Founding Member.
As holders of Founders’ Shares, Founding Members shall have the right to vote and be voted for as
director of the Club, exercisable in accordance with the By-laws.
Founding Members shall not sell, transfer, convey or in any other manner dispose of to third
persons the Founder’s Shares for a period of five (5) years from the date of incorporation of the
Club, except to a designee of the juridical entity on whose behalf the Founding Member holds the
Founders’ Share. Any sale, assignment, transfer, or other disposition of a Founders’ Share in
violation of this restriction shall be null and void and shall produce no effect whatsoever and shall
not be registrable in the books of the Club, except as may be required by Philippine law.
Associate Members
The Board of Directors may, by resolution, allow the creation of associate memberships whereby a
Regular Member shall be entitled to grant to as many of his married legitimate children, or
unmarried legitimate children, above twenty-five (25) years of age, Usage Rights to the Club for
the purpose of making such children Associate Members, provided that the Regular Member shall
have been determined by the Board of Directors to be a member in good standing for at least ten
(10) consecutive years. Associate Members are natural persons who, being grantees of Usage
Rights to the Club, shall be admitted as members of the Club only with the approval of the Board
of Directors.
For purposes of the By-laws, a member shall be deemed “in good standing” if such member: (a)
is not delinquent in paying his dues and assessments, and (b) is not the subject of any disciplinary
action by the Club. The Board of Directors may prescribe qualifications and criteria other than
those provided herein for the purpose of determining whether a member shall be deemed in good
standing.
Associate Members shall be entitled to exercise Usage Rights to the Club to the same extent as,
and simultaneously with, the Regular Member who granted such rights. However, Associate
Members shall not be entitled to exercise the right to vote, hold office, elect directors and any other
right pertaining to a shareholder under the By-laws, Articles of Incorporation, or the Corporation
Code of the Philippines, all of which rights shall continue to vest in the Regular Member to the
extent indicated in the Articles and the By-laws.
An Associate Member only derives his rights from the membership of the Regular Member which
granted him associate membership. Thus, any limitation which may be imposed on the
membership rights of a Regular Member shall be binding upon the Associate Member, and the
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termination or suspension of the membership rights of the Regular Member shall also result in the
termination or suspension of the exercise by an Associate Member of such rights.
The Board of Directors may prescribe such qualifications or requirements other than those
provided herein for entitlement to associate membership.
Lifetime Members
The Board of Directors may, by resolution, allow the creation of lifetime memberships whereby a
Regular Member shall be entitled to transfer the ownership of his share to one of his legitimate
children of legal age without losing his own Usage Rights to the Club, provided that such Regular
Member shall have been a member in good standing for such number of years as may be
determined by the Board of Directors which shall in no case be less than 12 years. Upon effecting
the transfer of his share to his child, the latter shall submit an application for regular membership to
the Club with the Board of Directors. Upon the acceptance and qualification of the grantee as a
Regular Member, the grantor shall be deemed a Lifetime Member of the Club.
Lifetime Members shall be entitled to exercise the Usage Rights to the Club to the same extent as,
and simultaneously with, the Regular Member to whom the share of the Lifetime Member was
transferred. However, Lifetime Members shall not be entitled to exercise the right to vote, hold
office, elect directors and any other right pertaining to a shareholder under the By-laws, Articles of
Incorporation, or the Corporation Code of the Philippines, all of which rights shall continue to vest
in the Regular Member to the extent indicated in the Articles of Incorporation and the By-laws.
Any limitation, termination or suspension on the exercise of the membership rights of the Regular
Member to whom the share of the Lifetime Member was transferred shall not in any manner affect
the exercise by the Lifetime Member of such rights who shall continue to exercise such
membership rights without interruption.
The Board of Directors may prescribe such qualifications or requirements other than those
provided in the By-laws for entitlement to lifetime membership.
Honorary Members
Honorary Members shall be limited to persons who, in the opinion of the Board of Directors, have
merited the honor due them by reason of their stature, prominence, or reputation in society.
Honorary Members are entitled to use the facilities of the Club whether for a limited or indefinite
period of time as may be determined by the Board of Directors without need for ownership of any
Club share. However, Honorary Members shall not have the right to vote, hold office, elect
directors and any other right pertaining to a shareholder under the By-laws and the Articles of the
Club.
Applications for Membership
All applications for regular, nominated, or associate membership in the Club shall be subject to the
approval of the Board of Directors. In the event that an application for regular membership by a
prospective purchaser of Club share is disapproved by the Board of Directors, the sale, assignment
or transfer of share in the Club shall not be executed. If the disapproval is with respect to a nominee
of a juridical entity, the latter shall, within the same sixty (60)-day period, designate another person
to be its nominee who is acceptable to the Board of Directors.
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Once the Board of Directors deems the applicant qualified for membership, the shareholder or his
or its nominee or grantee shall be deemed a Regular Member, Nominated Member or Associate
Member (as the case may be) for purposes of Article II, Section 2 of the By-laws.
The Board of Directors may impose reasonable fees and charges for the evaluation of applications
for regular, nominated, associate, and honorary membership and any transfers and changes in such
memberships in accordance with Article XII of the By-laws.
Club Dues and Assessments
Holders of shares of the Club shall be subject to the payment of monthly dues in the manner
discussed in Article XII, Section 2 of the By-laws in an amount to be prescribed by the Board of
Directors, which amount shall in no case be less than Pesos: Three Thousand (P3,000.00) per
month, to meet the expenses for the general operations of the Club and the maintenance of its
premises and facilities. These monthly dues shall be in addition to fees and special assessments
which the Board of Directors may require for the actual use of the Club facilities and for the
improvement of its premises and facilities. The Board of Directors shall also impose reasonable
fees and charges on activities of the Club which shall include, but not limited to, the following:
(i)
evaluation and processing of applications for all types of membership in the Club, including
guest fees and visitor fees;
(ii)
any transfers and changes in memberships or transfers and changes in the ownership of the
Club Shares;
(iii)
the use of the Club facilities by guests and immediate family members in accordance with
Article IV of the By-laws, provided that the fees to be imposed by the Board of Directors on
immediate family members hereunder shall be in addition to regular monthly dues which
shall be payable by such family member in an amount equivalent to the following: (a) for
each Junior Dependent, not more than twenty-five percent (25%) of the regular monthly
dues payable by the Club member, and (b) for each Senior Dependent, not more than fifty
percent (50%) of the regular monthly dues payable by the Club member; and
(iv)
the use of the Club facilities by Associate Members and Lifetime Members which shall be
in addition to the fees and dues imposable on the holder of the share of stock from whom
their memberships are derived.
The amount of the foregoing dues, fees and assessments shall be reviewed and fixed by the Board
of Directors from time to time as it shall deem necessary.
The foregoing dues, fees and assessments, together with all other obligations of the holders of the
shares of the Club, shall constitute a first lien on the shares, second only to any lien in favor of the
national or local government. In the event that a shareholder fails to effect the payment of dues and
other obligations due to the Club, his or its shares may be sold at auction by the Board of Directors
in the manner provided in the By-laws to satisfy said dues or other obligations of such shareholder.
The original shareholders of Founders’ shares who are natural person shall be obliged to pay
monthly dues, fees and assessments on the date of commencement of the commercial operations of
the Club as determined by the Board of Directors.
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The original subscribing holders of Founders’ Shares which are juridical entities shall be obliged to
pay the monthly dues, fees and assessments to the Club pertaining to a share upon the designation
of its nominees for membership, provided that the Club shall have commenced commercial
operations. Moreover, in the event that such original corporate subscribers transfer, sell or dispose
of the Class A Shares held by them following the expiry of the five (5)-year period from the date of
incorporation (other than to their designees), the obligation of the transferee or purchaser of such
Class A Share to pay monthly dues, fees and assessments to the Club shall commence upon his or
its acquisition of the Class A Share (whether or not the holder thereof or his or its nominee shall
have qualified for membership in the Club), provided that the Club shall have started commercial
operations.
The obligation of a holder of a Class B Share, Class C Share or Class D Share (other than the
original subscribers thereof)to pay monthly dues, fees and assessments shall commence upon his or
its purchase or acquisition of a share of stock of the Club from such original subscribers(whether or
not the holder thereof or his or its nominee shall have qualified for membership in the Club),
provided that the Club shall have started commercial operations and, provided further that the
liability of a holder of a Class C Share for the dues, fees and assessments shall be twice the amount
imposable on the holder of a Class B Share or Class D Share, it being understood that the holder of
a Class B Share or Class D Share is entitled to one (1) Usage Right and the holder of a Class C
Share is entitled to two (2) Usage Rights. No monthly dues, fees, and assessments shall accrue
upon the subscription to, and ownership of, the Class B Shares, Class C Shares and Class D Shares
by the original subscribers thereof.
Other Matters Concerning Club Dues and Assessments
The Club will not collect monthly dues from its members unless 50% of the facilities and amenities
of Phase 1 of the Project as disclosed in the section Non-Financial Information (under the heading
Facilities) is usable.
A report under oath will be submitted to the SEC concerning any proposed increase in monthly
dues stating the rationale for the proposed increase, such report to be submitted within thirty (30)
days from the approval of the Board of Directors. Members will be notified of any increase in fees
and such notices will be posted on the Club’s bulletin boards placed in conspicuous places for the
benefit of its members and the secondary market.
Right of First Refusal
The shares of stock shall be subject to the Club’s right of first refusal in the manner set out in the
following provisions, which shall be indicated in all the share certificates of the Club:
(i)
In the event any shareholder (the “Offeror”) desires to sell, assign, transfer or otherwise
dispose of any share or subscription right to any share of stock in the Club (the “Offered
Share”), the Offeror shall grant a right of first refusal to the Club to purchase the Offered
Share at the purchase price and under the terms and conditions specified by the Offeror.
(ii)
The Offeror shall send a written notice (the “Offer”) to the Corporate Secretary of the Club
specifying therein the number of Offered Share(s), the purchase price per share and the other
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terms and conditions of the sale. The Club shall have the right to purchase the Offered Share
at the price and on the terms and conditions set forth in the Offer. The Club shall have the
exclusive right and option to purchase the Offered Share(s) within sixty (60) days after receipt
of the Offer (the “Offer Period”).
(iii)
In the event that the Club decides to accept the Offer, then it shall transmit its written
acceptance of the Offer to the Offeror. Should the Offered Share be more than one (1), then
the Club’s written acceptance shall indicate the number of shares it would like to purchase.
Within five (5) days from the Offeror’s receipt of the Club’s acceptance of the Offer, the
Offeror shall execute in favor of the Club a deed of absolute sale transferring all of the
Offeror’s rights, title and interest in and to the Offered Share, and the Club shall pay the
purchase price to the Offeror. Thereafter, the Offered Share shall be considered treasury share,
which may be reissued by the Board of Directors at such price and under such terms and
conditions as the Board shall determine and prescribe.
(iv)
Offered Shares not purchased by the Club may be sold by the Offeror within a period (the
“Selling Period”) of thirty (30) days from the date of receipt from the Club of the waiver of its
right to purchase the Offered Shares at not less than the price and on the same terms and
conditions as those contained in the Offer.
(v)
If the Offeror is then unable to sell during the Selling Period the Offered Shares not purchased
in accordance with the preceding sub-paragraphs at the same price and on the same terms and
conditions specified in the Offer or if he should desire to sell at a lower price or under amended
terms and conditions, the Offeror shall re-offer such shares to the Club, in the manner above
prescribed, at such lower price or under amended terms and conditions, and the provisions of
the preceding sub-paragraphs shall again become applicable to such revised offer.
(vi)
The preceding sub-paragraphs shall likewise apply to (a) a transfer by way of donation, in
which event, notice of the Offer shall be deemed to have been received by the Club on the date
the Club receives a formal notice of the proposed donation, or (b) a mortgage, pledge or
assignment by way of security of shares in the Club or to an involuntary transfer, including but
not limited to, a foreclosure of shares, levy on attachment or execution on shares of stock, in
which event notice of the Offer shall be deemed to have been received by the Club on the date
the Club receives actual notice of sale on foreclosure of such mortgage, pledge, assignment or
transfer or at such time when such involuntary transfer is presented to the Club for registration
in its stock and transfer book. In either case, the Board of Directors shall cause the fair market
value of such shares to be determined by a reputable independent auditor and shall send written
notice of the fair market valuation of such shares to the donor or party effecting such
foreclosure. The Club shall have the right to redeem such shares in accordance with the
procedures prescribed in sub-paragraph (c) at their fair market price as determined by such
auditor, provided that the period within which the Club shall exercise its right to redeem shall
commence on the date of the receipt by the donor or party effecting foreclosure of written
notice of the fair market value of such shares and shall end ninety (90) days thereafter.
(vii)
The right of first refusal shall not apply to the sale or transfer of (a) Founders’ shares; (b)
shares between family members within the second (2nd) degree of consanguinity or affinity or
by way of intestate succession; (c) shares between a corporation and its majority shareholder;
(d) shares between a corporate shareholder and its Affiliate; and (v) the share owned by a
delinquent member pursuant to Article XII, Section 5 of the By-laws. For purposes hereof, (1)
“Affiliate” means any Person directly or indirectly (through one or more intermediaries)
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Controlling, Controlled by, or under common Control with another Person; (2) “Person”
means, a partnership, joint venture, corporation, trust, and any other entity or unincorporated
organization; (3) “Control” and any form thereof such as “Controlled” and “Controlling” mean
the possession by one Person, directly or indirectly (through one or more intermediaries) of the
power to direct or cause the direction of the management or policies of another Person through
the ownership of more than fifty percent (50%) of the voting stock of such Person.
(viii) Any sale, assignment, transfer or other disposition of any shares of stock of the Club not made
pursuant to the foregoing shall be null and void and of no effect whatsoever, and shall not be
registrable in the books of the Club, except as may be required by Philippine law. The sale,
assignment, transfer or other disposition of any share of stock of the Club shall be recorded in
the books of the Club, and the stock certificate in the name of the purchaser, assignee, or
transferee shall be issued by the Club, within sixty (60) days from the date of full payment by
such purchaser, assignee or transferee of the consideration for the share or, where no
consideration was paid, from the date of execution of the document effecting the transfer,
subject to the condition that such purchaser, assignee or transferee shall have qualified for
membership as determined by the Board of Directors, and the further condition that the
recording of the sale, assignment, transfer or disposition of the share of stock in the books of
the Club and issuance of the stock certificate shall be in accordance with the requirements of
applicable laws, including payment of applicable taxes.
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INCORPORATORS, DIRECTORS AND OFFICERS
Incorporators and Board of Directors
The incorporators of the Club are as follows:
Bernard Vincent O. Dy
Anna Ma. Margarita B. Dy
Arturo G. Corpuz
Augusto D. Bengzon
Leonardo L. Leonio
Clarissa Teresita L. Asuncion
Carlo Leonardo N. Leonio
The members of the Board of Directors of the Club for 2014-2015 are as follows:
Director
Bernard Vincent O. Dy
Anna Ma. Margarita B. Dy
Arturo G. Corpuz
Augusto D. Bengzon
Jaime E. Ysmael 13
Lawrence N. Leonio 14
Leonardo L. Leonio
Clarissa Teresita L. Asuncion
Carlo Leonardo N. Leonio
Oscar S. Reyes 15
Liberato P. Laus 16
Nationality
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Independent Directors
The Club has elected Mr. Oscar S. Reyes and Mr. Liberato P. Laus as independent directors, in
compliance with the requirements of the SRC.
13
Please see Note 2.
Please see Note 2.
15
Please see Note 2.
16
Please see Note 2.
14
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Executive Officers
The executive officers of the Club for 2014 to 2015 are as follows:
Position
Chairman
Vice-Chairman
President
Treasurer
Corporate Secretary
Officer
Bernard Vincent O. Dy
Lawrence N. Leonio
Anna Ma. Margarita B. Dy
Clarissa L. Asuncion
Sandra A. Luna-Arias
Comprehensive Background
The following describes the relevant business experience of the Club’s directors and officers for the
past five (5) years:
Chairman: Bernard Vincent O. Dy, Filipino, 50, is the President of ALI. He is also a member of
the Management Committee. His other significant positions include: Director of Alveo Land Corp.,
Avida Land Corp.,Crimson Field Enterprises, Inc.,Fort Bonifacio Development Corp., Columbus
Berkshire Holdings, Inc., Emerging City Holdings, Inc., Fort Bonifacio Development Corporation,
Ayala Land Sales, Inc., Bellavita Land Corporation, Amaia Land Corporation, North Triangle
Depot Commercial Corporation, Alabang Commercial Corporation, Station Square East
Commercial Corporation, Ayala Greenfield Golf & Leisure Club, and Philippine FamilyMart CVS,
Inc.,; Director and Chairman of Anvaya Cove Golf & Sports Club, Anvaya Cove Beach and Nature
Club, Serendra, Inc., and Amicassa Process Solutions, Inc.; Chairman of Bonifacio Estate Service
Corp., Ayala Land International Sales, Inc., Anvaya Cove Golf & Sports Club, Inc. and Amicassa
Process Solutions, Inc.; Vice Chairman of Avida Land Corp. and Alveo Land Corporation;
President of Serendra, Inc., and Varejo Corporation; and Treasurer of SIAL Specialty Retailers,
Inc. and SIAL CVS Retailers, Inc.
Vice-Chairman: Leonardo L. Leonio, Filipino, 66, is the Chairman of the Board of LeonioLand
Holdings Inc.; Petrolift Inc. and its subsidiaries: Transoil Corporation, Seatrans Corporation,
Oceanlink Tankers Incorporated, Marinelink Tankers Corporation, Translift Ship Management and
Marinelift Shipyard and Repair Inc.; LNL Archipelago Minerals Inc., Sta. Cruz Mineral Port
Corporation; and other companies into real estate, mining and marine-related business. He was a
founding member of the Philippine Petroleum Sea Transport Corporation (PHILPESTA), the first
association of petroleum tankering companies in the Philippines. He attended Bachelor of Science
in Business Administration at the University of the Philippines.
President: Anna Ma. Margarita B. Dy, Filipino, 43, is Vice President and member of the
Management Committee of ALI effective August 2008. She is Head of the Strategic Landbank
Management (SLMG). Her other significant positions include: Director and Executive Vice
President of Fort Bonifacio Development Corporation and is a Director of the Nuvali Subsidiaries:
Aurora Properties, Inc., Vesta Properties Holdings, Inc., and CECI Realty, Inc. Prior to joining
ALI, she was Vice President of Benpres Holdings Corporation.
Treasurer: Clarissa Teresita L. Asuncion, Filipino, 46, is the Managing Director and Treasurer of
LeonioLand Holdings Inc. She is the Treasurer and Director of Petrolift Inc. and its subsidiaries,
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Treasurer and Director of LNL Archipelago Minerals Inc., Treasurer & Managing Director LLL
Holdings, Inc.;. Vice Chairman and Treasurer of Circle Corporate Center. She graduated with a
degree in Business Administration from the University of the Philippines and finished her Masters
in Business Administration from Asian Institute of Management where she graduated with
distinction.
Director: Carlo Leonardo N. Leonio, Filipino, 43,is the President and Director of Petrolift Inc. &
Subsidiaries, President & Director of Petrolift Holdings Inc., Director Leonio Land Holdings, Inc.,
Director of LLL Holdings Inc., Director of LNL Archipelago Minerals, Incorporated, EVP &
Director of Circle Corporate Inc. He was appointed as the Board Member Private Sector
Representative for Maritime Industy Authority. He finished EMBA in Asian Management.
Director: Augusto D. Bengzon, Filipino, 50, joined ALI in December 2004 as Vice President and
Treasurer. His other significant positions include: Treasurer of Avida Land Corporation, Makati
Development Corp., Aurora Properties, Inc., Vesta Properties Holdings, Inc., CECI Realty, Inc. and
HERO Foundation; Director of the Anvaya Cove Golf and Sports Club; Trustee of the PNP
Foundation, Inc., and the Dr. Fe del Mundo Medical Center Foundation Phils., Inc. Prior to joining
ALI, he was Vice President and Credit Officer in Global Relationship Banking at Citibank N.A.
where he spent sixteen years in various line management roles covering Treasury, Portfolio
Management, Structuring, Debt Syndication and Relationship Management.
Director: Arturo G. Corpuz, Filipino, 58, is a Senior Vice President and member of the
Management Committee of ALI since 2008. He heads the Urban and Regional Planning Division
and the Central Land Acquisition Unit of ALI. He is a Trustee of the Makati Parking Authority and
a member of the Board of Aurora Properties, Inc. and of Vesta Properties Holdings, Inc. He is a
former President of the Philippine Economic Society and a Fellow of the Foundation for Economic
Freedom and the Philippine Institute of Environmental Planning.
Director: Jaime E. Ysmael, Filipino, 53, is a Senior Vice President, Chief Finance Officer,
Compliance Officer and member of the Management Committee of ALI. Concurrently, he is a
Managing Director of Ayala Corporation. His other significant positions include: Chairman of the
Board of Directors and Chief Executive Officer of Aprisa Business Process Solutions, Inc.;
Director and President of CMPI Holdings, Inc. and CMPI Land, Inc.; Director and President of
South Gateway Development Corporation; President of Tower One & Exchange Plaza
Condominium Corporation; Director and Treasurer of Ayala Land International Sales, Inc., Ayala
Land Sales, Inc., Alveo Land Corp., Laguna Technopark, Inc., Serendra, Inc., Ayala Hotels and
Resorts Corporation and Anvaya Cove Beach & Nature Club, Inc.; Director, Treasurer and ExCom
Member of Ayala Hotels, Inc. and Enjay Hotels, Inc.; Director of Cebu Holdings, Inc., Alabang
Commercial Corp., Amaia Land Corp., Avida Land Corp., Cebu Insular Hotel Company, Inc.,
North Triangle Depot Commercial Corp., Station Square East Commercial Corp., Philippine
Integrated Energy Solutions, Inc, Ceci Realty, Inc., Aurora Properties, Inc. and Vesta Properties
Holdings, Inc. He is also a Director of the Asia Pacific Real Estate Association Ltd. and Chairman
of the Board of Directors of its Philippine Chapter.] 17
Director: Lawrence Conrad N. Leonio, Filipino, 45,is the Chief Executive Officer (CEO) and a
director of LeonioLand Holdings Inc and Petrolift Inc. and its subsidiaries: Transoil Corporation,
Seatrans Corporation, Oceanlink Tankers Incorporated, Marinelink Tankers Corporation, Translift
Ship Management and Marinelift Shipyard and Repair Inc. He also serves as the President and
17
Please see Note 2.
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CEO of LNL Archipelago Minerals Inc. and Sta. Cruz Mineral Port Corporation, where he is also a
director. He is also a director of other companies into real estate, mining and marine-related
business. He graduated with a degree of B.S. Management from De La Salle University. He also
completed with distinction a Professional Shipping Course at the Norwegian Shipping Academy in
Oslo, Norway and holds an MBA degree major in Entrepreneurship at Olin Graduate School of
Business at Babson College Massachusetts, USA.] 18
Director: Liberato P. Laus, Filipino, 64, is currently the Chairman of Laus Group of Companies,
Chairman Emeritus of Pampanga Chamber of Commerce and Industry, Inc. Chairman of San
Fernando Heritage Foundation, Inc., Independent Director of Bank of Florida, Inc., Board of
Trustee of San Beda Alumni Foundation, Inc., and Board of Trustee of Don Bosco Academy
Pampanga. He was formerly President and Chief Executive Officer of Clark Development
Corporation (2006-2008), Vice Chairman of Clark International Airport Corporation (2006-2008)
and was a member of the Board of the Subic/ Clark Advisory Development Council (2006-2008).
He was formerly director also of several private and government corporations including the Bases
Conversion and Development Authority, Fort Bonifacio Development Corporation, and Bataan
Technology Park, Inc. He graduated from San Beda Collage in Manila with a degree in Bachelor of
Science in Commerce, Major in Management.
Director: Oscar R. Reyes, Filipino, 68, is the CEO and Chairman of Manila Electric Company
(Meralco) and is the President, Chairman and Independent Director of Pepsi Cola Products
Philippines, Inc. He serves as Independent Director of Bank of the Philippine Islands, Manila
Water Company, Inc., Ayala Land, Inc., Basic Energy Corporation and Coco Capital Inc. He is
also the President and Director of Meralco PowerGen Corporation, Chairman and Director of
Redondo Peninsula Energy, Inc., Meralco Industrial Engineering Services, Inc., Meralco Energy,
Inc., CIS Bayad Center, Inc., PacificLight Power Pte, Ltd., and Link Edge Inc. He is a Director of
Republic Surety & Insurance Company Inc., Sun Life Financial Phils, Inc., Sunlife Prosperity
Funds, Grepalife Asset Management Corp., Petrolift Corp. and Asian Eye Institute and a member
of the Advisory Board of Philippine Long Distance Telephone Company. He served as Country
Chairman of the Shell Companies in the Philippines and concurrently President of Pilipinas Shell
Petroleum Corporation and Managing Director of Shell Philippines Exploration B.V. He is a
member of the Vice-Chairman and member of the Board of Trustees of One Meralco Foundation,
Inc. and a member of the Board of Trustee of Pilipinas Shell Foundation, Inc., SGV Foundation,
Inc. and El Nido Foundation, Inc. He holds a Bachelor of Arts degree, cum laude, in Economics
from the Ateneo de Manila University and finished post-graduate studies at the Ateneo Graduate
School of Business Administration, Waterloo Lutheran University and the Harvard Business
School.] 19
Corporate Secretary: Sandra A. Luna-Arias, Filipino, 32, is a Senior Counsel of the Ayala Group
Legal. She serves as the Corporate Secretary of Nuevocentro, Inc., Taft Punta Engano, Inc. and
Solinea, Inc.
Executive Compensation
No remuneration shall be paid by the Club, directly or indirectly, to the directors of the Club. The
President of the Club shall not receive any remuneration or compensation from the Club.
18
19
Please see Note 2.
Please see Note 2.
Alviera Country Club, Inc.
Page 53 of 67
Significant Employees
The Club has no significant employees at the moment. Once operational, the Club expects to
employ approximately 200 full-time employees and contractual workers and may recruit the
services of a professional club management firm or general manager to oversee its daily operations.
Consultants may also be hired for concerns that require expertise.
Family Relationships
Leonardo L. Leonio is the father of Clarissa T. Leonio Asuncion, Lawrence N. Leonio and Carlo N.
Leonio.
Involvement in Legal Proceedings
For the past five (5) years immediately preceding the date of this Prospectus, none of the directors
and officers has been involved in any material pending legal proceedings in any court or
administrative agency of the Government.
Security Ownership of Beneficial and Record Shareholders
The security ownership of certain record and beneficial owners of more than 5% of common shares
as of the date of this Prospectus is as follows:
Title
Name & Address of Record
Owner & Relationship w/
Issuer
Class A
Bernard Vincent O. Dy
(Founders’) 108 Bilbao Street, Abrio,
Nuvali, Sta. Rosa, Laguna
Chairman& Director
Class A
Leonardo L. Leonio
(Founders’) 200 Cadena de Amor, Ayala
Alabang, Muntinlupa City
Vice-Chairman &Director
Class A
Anna Ma. Margarita B. Dy
(Founders’) 219 Swallow Drive,
Greenmeadows, Quezon City
President& Director
Class A
Clarissa Teresita L. Asuncion
(Founders’) 167 Tanauan Street, Ayala
Alabang, Muntinlupa City
Treasurer &Director
Name of
Beneficial Owner
No. of
Nationality
& Relationship w/
Shares
Record Owner
% in
same
Class
NCI-Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
NCI-Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
Alviera Country Club, Inc.
Class A
Augusto D. Bengzon
(Founders’) One Salcedo Place,
J. Velasquez Street cor.
Tordesillas and Leviste Streets,
Makati City
Director
Class A
Arturo G. Corpuz
(Founders’) 67 Sarimanok Street,
Mira-Nila Homes, Quezon City
Director
Class A
Carlo Leonardo N. Leonio
(Founders’) 325 Alitagtag Street, Ayala
Alabang, Muntinlupa City
Director
Class A
Jaime E. Ysmael 20
# 183 Pili Road
Ayala Westgrove Heights
Silang, Cavite
Director
Class A
Lawrence N. Leonio 21
Cadena de Amor, Ayala
Alabang, Muntinlupa City
Director
Class A
Oscar S. Reyes 22
Unit 6, Kasiyahan Homes
#58 McKinley Road
Forbes Park, Makati City
Independent Director
Class A
Liberato P. Laus 23
San Fernando, Pampanga
Independent Director
Class A
Nuevocentro, Inc. (NCI)
(Founders’) 31/F Tower One & Exchange
Plaza, Ayala Avenue
Makati City
Class B
NCI
(same address)
Class C
20
NCI
(same address)
Please see Note 2.
Please see Note 2.
22
Please see Note 2.
23
Please see Note 2.
21
Page 54 of 67
NCI-Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
NCI- Nominee
Filipino
1
Nil.
Filipino
1
Nil.
Filipino
1
Nil.
Filipino
3,691
98.90%
Filipino
2,600
100%
Filipino
300
100%
NCI is both
beneficial and
record owner of
the Issuer.
NCI is both
beneficial and
record owner of
the Issuer.
NCI is both
beneficial and
record owner of
the Issuer.
Alviera Country Club, Inc.
Page 55 of 67
The Board of Directors of NCI has the power to decide how NCI’s shares in the Club are to be
voted. The following are the members of the Board of Directors of NCI: Bernard Vincent O. Dy,
Leonardo L. Leonio, Clarissa Teresita L. Asuncion, Arturo G. Corpuz, Augusto D. Bengzon, Carlo
Leonardo N. Leonio, Jaime E. Ysmael, Lawrence N. Leonio, Oscar R. Reyes and Liberato P.
Laus. 24
Security Ownership of Management
The security ownership of management as of the date of this Prospectus is as follows:
Title
Class A
Class A
Class A
Class A
Class A
Class A
Class A
Class A
Class A
Class A
Class A
Name
Position
Chairman/
Director
Vice-Chairman/
Leonardo L. Leonio
Director
President/
Anna Ma. Margarita B. Dy
Director
Treasurer/
Clarissa Teresita L. Asuncion
Director
Arturo G. Corpuz
Director
Augusto D. Bengzon
Director
Jaime E. Ysmael 25
Director
26
Lawrence N. Leonio
Director
Carlo Leonardo N. Leonio
Director
Independent
Oscar R. Reyes 27
Director
Independent
Liberato P. Laus 28
Director
Security Ownership of all Directors
Bernard Vincent O. Dy
Amount &
Nature of
Ownership
Citizenship
1 (record owner)
Filipino
1 (record owner)
Filipino
1 (record owner)
Filipino
1 (record owner)
Filipino
1 (record owner)
1 (record owner)
1 (record owner)
1 (record owner)
1 (record owner)
Filipino
Filipino
Filipino
Filipino
Filipino
1 (record owner)
Filipino
1 (record owner)
Filipino
11
None of the members of the Club’s directors and management owns 2.0% or more of the
outstanding capital stock of the Club. Further, the Club has no commitment to its directors and
officers with respect to the issuance of shares of any class.
Recent Sales of Unregistered or Exempt Securities
All of the Club’s outstanding shares were subscribed to by the incorporating shareholders. The
Club has not sold any unregistered or exempt securities. Neither has it reacquired any securities,
issued new securities, issued securities in exchange for property, services, or other securities, or
issued new securities resulting from the modification of outstanding securities.
24
Messrs. Ysmael, Lawrence N. Leonio, Reyes and Laus shall assume their seats on the Board upon the SEC’s
approval of the Chamber’s application for the amendment of its Articles of Incorporation. Please see Note 2.
25
Please see Note 2.
26
Please see Note 2.
27
Please see Note 2.
28
Please see Note 2.
Alviera Country Club, Inc.
Page 56 of 67
Changes in Control
There are no arrangements which may result in a change in control of the Club.
Certain Relationships and Related Transactions
None of the directors, executive officers, and members of their immediate family owns ten percent
(10%) or more of total outstanding shares in the Club.
No transactions shall be entered into by the Club in which any director, executive officer, nominee
for election as director, security holder in the Club, or immediate family member of any of the
foregoing, shall have a direct or indirect material interest.
The total outstanding capital stock of the Club is owned 100% by NCI. The breakdown of the
shareholdings in the Club per class of shares is shown in greater detail under the section Financial
Information (under the heading Security Ownership of Certain Beneficial and Record
Shareholders).
Apart from engaging the services of GG&A, there will be no transactions entered into by the Club
with promoters.
Alviera Country Club, Inc.
Page 57 of 67
CORPORATE GOVERNANCE
The machinery for corporate governance of the Club is principally contained in the Articles of
Incorporation and By-Laws and their amendments. These constitutive documents lay down, among
others, the basic structure of governance, minimum qualifications of directors, and the principal
duties of the Board of Directors and officers of the Corporation.
The Club shall adopt a Manual of Corporate Governance substantially in the form attached hereto
as part of the Exhibits in accordance with the Securities Regulation Code. The function of the
Manual of Corporate Governance is to supplement and complement the Club’s Articles of
Incorporation and By-Laws by setting forth principles of good and transparent governance.
The Board of Directors, Management, officers and employees of the Club commit themselves to
the principles and best practices of governance contained in the Manual of Corporate Governance
as a guide in the attainment of its corporate goals. The Club shall make a continuing effort to
create awareness of good corporate governance within the organization.
New initiatives are regularly pursued to develop and adopt corporate governance best practices and
to build the right corporate culture across the organization.
There has been no significant deviation from the Club’s Manual of Corporate Governance.
Alviera Country Club, Inc.
Page 58 of 67
PLAN OF OPERATIONS
The Club is targeted to start commercial operations not later than the second quarter of 2017.
Members shall be obliged to pay monthly dues, fees and assessments on the date of commencement
of the commercial operations of the Club as determined by the Board of Directors, provided that
the facilities and amenities of the Project, more particularly described in the section on NonFinancial Information (under the heading Facilities), are at least 50% usable. Any increase in dues
will be reported to the SEC within thirty (30) days from the approval of the Board of Directors.
The Members will be notified of such increase. Notices on the dues will also be posted on bulletin
boards located in conspicuous areas for the benefit of secondary markets.
Facilities are expected to be open for use by Members and their guests by the 2nd quarter of 2017.
Revenues will be derived from monthly dues and fees, and from the sale of food and beverages.
Since the Club operates on a non-profit basis, no part of its net income will inure to the benefit of
its shareholders. Assessments, fees and dues collected from Members shall be for the sole purpose
of meeting the operational and maintenance expenses of the Club.
Once fully operational, the Club expects to employ approximately 200 full-time employees and
contractual workers in the course of its commercial operations and may be managed through a
management agreement by NCI or by a professional club management firm to oversee its daily
operations. Consultants may also be engaged for concerns that require outside expertise.
Alviera Country Club, Inc.
Page 59 of 67
MANAGEMENT’S DISCUSSION ON RESULTS OF OPERATIONS
AND ANALYSIS OF FINANCIAL CONDITION
Results of Operations and Financial Condition as of August 14, 2014
The Club is still in its pre-operating stage as of August 14, 2014.
The Club’s balance sheet is composed of cash amounting to P
=115,296,674 and land which was
purchased from NCI. Expenses incurred pertain to registration fees and professional fees in
relation to the Club’s incorporation.
The Company has no existing long-term debt from financial institutions.
Business Segments
The Club shall have one segment which is to provide amenities to Alviera, a premier estate
development in Porac, Pampanga, and a project of ALI. The Club shall have membership through
the sale of Offer Shares.
Ancillary services necessary to operating a country club shall also be introduced such as food and
beverage outlets, banquets, among others.
The Club has not reported any sales yet.
Alviera Country Club, Inc.
Page 60 of 67
FINANCIAL INFORMATION
Net Proceeds based on Proposed Minimum Offer Price (in P)
Receipts
Gross Receipts - Total Offer Shares
Less: Discounts
Net Sales
Less:
Selling Expenses
Marketing Expenses
Registration and other related expenses
Total Cost of Sales, Marketing,
Registration and Other Related Expenses
Net Proceeds
1,425,000,000
71,250,000
1,353,750,000
71,250,000
71,250,000
14,250,000
% Gross
Receipts
100%
5%
5%
5%
1%
156,750,000
1,197,000,000
Development and Construction Cost
Land Cost
GAE and DOE advances
Capital Gains Tax
Total Development Cost, GAE
and Capital Gains Tax
Net Income Accruing to NCI for
Project Management and Cost of Capital
941,336,686
15,743,907
83,400,000
49,791,941
66%
1%
6%
3%
1,087,272,534
109,727,466
Net Proceeds based on Proposed Maximum Offer Price (in P)
Receipts
Gross Receipts - Total Offer Shares
Less: Discounts
Net Sales
Less:
Broker’s Commission
Marketing Expenses
Registration and other related expenses
Total Cost of Sales, Marketing,
Registration, and Other Related Expenses
Net Proceeds
2,295,000,000
114,759,000
2,180,250,000
114,750,000
114,750,000
22,950,000
252,450,000
1,927,800,000
% Gross
Receipts
100%
5%
5%
5%
1%
Alviera Country Club, Inc.
Page 61 of 67
Development and Construction Cost
Land Cost
GAE and DOE advances
Capital Gains Tax
Total Development Cost, GAE
and Capital Gains Tax
Net Income Accruing to NCI for
Project Management and Cost of Capital
941,336,686
15,743,907
118,200,000
133,791,941
41%
0.7%
5%
6%
1,209,072,534
718,727,466
Alviera Country Club, Inc. Audited Balance Sheet
As of the date of this Prospectus, the Club’s audited balance sheet is as follows:
Alviera Country Club, Inc.
Statement of Financial Position
As of August 15, 2014
Assets
114,643,074.00
1,687,230.00
Cash
Input VAT
Land
P
14,271,153.75
130,601,457.75
Liabilities and Members’ Equity
1,388,516.25
56,501.00
Accounts and other payables
Accounts Payable
Accrued Expenses
Members' Equity
Capital Stock
Retained Earnings
Total Members’ Equity
P
P
133,000,000
(3,843,559.50)
129,156,440.50
130,601,457.75
As of the date of this Prospectus, the Club has not started its regular business operations. The
Club’s cash comes from that portion of its paid-up capital paid in cash by the subscribing
shareholders in the amount of P133,000,000.00 in exchange for shares of stock.
A copy of the Audited Financial Statements of the Club as of August 15, 2014 is attached hereto as
part of the Exhibits.
Alviera Country Club, Inc.
Page 62 of 67
External Audit Fees and Services
The Club has engaged the services of SGV & Co. to perform the audit of the financial statements of
the Club for financial year 2014 for an audit fee of P30,000.00. There were no disagreements with
SGV & Co. on any matter of accounting and financial disclosure.
No other services have been rendered by SGV & Co. apart from the audit of the foregoing financial
statements of the Club.
The Audit Committee of the Club, which shall prescribe the policies and procedures for the audit of
the books of the Club, shall be formed upon the approval of the Club’s Manual of Corporate
Governance.
Alviera Country Club, Inc.
Page 63 of 67
LIST OF CONSULTANTS
Architectural
Structural
Mechanical, Plumbing, Fire Protection
Electrical, Telco
BGM, Acoustics
Interior Design
Legal and Tax Counsel
Locsin and Associates
Makati Development Corporation
Makati Development Corporation
Makati Development Corporation
K.G. Pua Acoustic Design & Consultants
Locsin and Associates
Castillo Laman Tan Pantaleon & San Jose
Alviera Country Club, Inc.
Page 64 of 67
PART II - INFORMATION INCLUDED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company has incurred and expects to incur the following expenses in connection with the registration
and sale of the Offer Shares:
Activity
Rate / Computation
SEC (Basic) Registration Fee of the Offer Shares P
= 812,500 plus 0.025% of the excess over P
=1
Billion of the maximum aggregate price of the
Offer Shares
SEC Legal Research Fee of the Offer Shares
1% of SEC (Basic) Registration Fee
Legal and Professional Fees (with 12% ValueAdded Tax)
Estimated
Other Fees and Expenses (publication, etc.)
Estimated
TOTAL
Fees (PHP)
1,136,250.00
11,362.50
Alviera Country Club, Inc.
Page 65 of 67
INDEX TO EXHIBITS
Exh.
A
(1)
Corporate Secretary’s Certification / Board resolution approving the registration of the
shares
(2)
Corporate Secretary’s Certification / Board resolution approving the disclosures in the
registration statement
B
(3)
Corporate Secretary’s Certification on corporate governance requirements
C
(4)
Notice of Publication regarding filing of Registration Statement
D
(5)
Plan of Acquisition, reorganization, arrangement, liquidation or succession
NA
(6)
Underwriting Agreement
NA
(7)
Articles of Incorporation and By-laws (latest amendment)
E
(8)
Original copy of stock certificate
F
(9)
Copy of instruments defining rights of security holders, including employees stock
option plan and any instrument issued pursuant thereto
F
(10)
Opinion of independent counsel on the legality of the Offer Shares to be registered
G
(11)
Opinion of tax counsel on tax matters material to an investor and a representation as
to tax consequences
G
(12)
Consent of independent counsel
G
(13)
Voting trust agreements
(14)
Material agreements
(15)
Annual Reports on SEC Form 17A; Quarterly Reports on Forms 17-Q
NA
(16)
Audited Financial Statement August 15, 2014 with Statement of Management’s
Responsibility
NA
(17)
Auditor’s consent to use audited financial statements and awareness of use of
unaudited interim financial information
I
(18)
Unaudited Interim Financial Statements
N/A
(19)
Material foreign patents
NA
(20)
Letter regarding change in certifying auditor
NA
(21)
Letter regarding director resignation
NA
(22)
Letter regarding change in accounting principles
NA
(23)
Reports furnished to security holders
NA
(24)
Other documents or statements to security holders
NA
(25)
Subsidiaries of the registrant
NA
NA
H
Alviera Country Club, Inc.
Page 66 of 67
(26)
Published report regarding matters submitted to vote of security holders (i.e. SEC
Form 20)
NA
(27)
Power of attorney
NA
(28)
Statement of eligibility of trustee
NA
(29)
Notarized curriculum vitae and photographs of directors and officers
(30)
Copy of Board of Investments certificate
(31)
SEC Authorization regarding registrant’s bank accounts
K
(32)
Copy of Manual of Corporate Governance
L
(33)
Undertaking to Refund Investments of Purchasers of Securities within Ten (10) Days
from Written Demand in the Event that the Project for which the Securities are Sold is
not Completed as Disclosed
House/Membership Rules and Regulations
Member’s Handbook
Environmental Compliance Certificate
Tax Clearance Certificate
Credit Line Agreement
M
(34)
(35)
(36)
(37)
(38)
J
NA
N
O
P
Q
R
Alviera Country Club, Inc.
Page 67 of 67
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, this Registration Statement is signed on
behalf of the registrant by the undersigned, thereunto duly authorized, in the City of
________________________on__________, 2015.
By:
_______________________
Principal Executive Officer
_______________________
Comptroller
_______________________
Principal Operating Officer
_______________________
Corporate Secretary
_______________________
Principal Financial Officer
_______________________
Principal Accounting Officer
SUBSCRIBED AND SWORN to before me this _____ day of _________ 2015 affiants exhibiting to me
competent proof of identification, as follows:
Name
Competent Proof of Identification
Date of Issue / Place of Issue
NOTARY PUBLIC
Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 2015.