Macay Holdings, Inc. SEC Form 17-A

1

Macay Holdings, Inc.

SEC Form 17-A

Annual Report Pursuant to Section 17 of the Securities Regulation Code

and Section 141 of the Corporation Code of the Philippines

P W - 9 9 8

SEC Registration Number

M A C A Y H O L D I N G S , I N C. a n d

S U B S I D I A R Y

(Company’s Full Name)

1 3 7 Y a k a l S t r e e t , S a n A n t o n i o

V i l l a g e , M a k a t i C i t y 1 2 0 3

(Business Address: No. Street City/Town/Province)

Fernando R. Balatbat 812 8050 (Contact Person) (Company Telephone Number)

1 2 3 1 1 7 - A 0 5 0 8

Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting)

NONE

(Secondary License Type, If Applicable)

CFD

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

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

COVER SHEET

SEC Number ___________ File Number ___________

MACAY HOLDINGS, INC.

(Company’s Full Name)

137 Yakal Street, San Antonio Village, Makati City

(Company’s Address)

812 8050

(Telephone Number)

December 31

(Fiscal year ending)

17-A

(Form Type)

(Amendment Designation, if applicable)

December 31, 2014 (Period Ended Date)

None

(Secondary License Type and File Number)

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended: December 31, 2014 2. SEC Identification Number: PW-998 3. BIR Tax Identification Code: 000-410-269 4. Name of Registrant as specified in its charter: MACAY HOLDINGS, INC. 5. Province, country or other jurisdiction of incorporation or organization: METRO MANILA,PHILIPPINES

6. Industry Classification Code: (SEC Use Only) 7. Address of principal office: 137 Yakal Street San Antonio Village, Makati City Postal Code: 1203

8. Registrant’s telephone number, including area code: (632) 812-8050 9. Former name, former address, former fiscal year: MAYBANK ATR KIM ENG FINANCIAL

CORPORATION 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

Title of Each Class Number of Shares of Common Stock Outstanding

Amount of Debt Outstanding (Unpaid Subscription)

Common Shares 1,068,393,223 None

11. Are any or all of registrant's securities listed in a Stock Exchange? Yes [X] No[ ]

If yes, disclose the name of such Stock Exchange and the class of securities listed therein: THE PHILIPPINE STOCK EXCHANGE, INC.

12. Check whether the issuer:

(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or

Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation

Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the

registrant was required to file such reports); Yes [X] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [X] No [ ] 13. Aggregate market value of voting stock held by non-affiliates based on closing price as of December

31, 2013: As of 31 March 2015, the aggregate market value of common stock held by non-affiliates is 109,451,550 multiplied by Php54.00 or PhP5,910,383,700.00.

APPLICABLE ONLY TO ISSUERS INVOLVED IN

INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the

Code subsequent to the distribution of securities under a plan confirmed by a court or the

Commission. Not Applicable

Yes [] No [ ]

DOCUMENTS INCORPORATED BY REFERENCE

15. Briefly describe documents incorporated by reference and identify the part of SEC Form 17-A into

which the document is incorporated:

(a) 2014 Audited Consolidated Financial Statements of Macay Holdings, Inc. and Subsidiary

(incorporated as reference for item 1,7, and 8 of SEC Form 17-A)

(b) 2014 Annual Corporate Governance Report of Macay Holdings, Inc. and Subsidiary (incorporated

as reference for item 13 of SEC Form 17-A)

TABLE OF CONTENTS

PART I. BUSINESS AND GENERAL INFORMATION

Item 1. Business…………………………………………………………………………………………………………………………………………… 1

Item 2. Properties………………………………………………………………………………………….…………………………………………… 4

Item 3. Legal Proceedings ………………………………………………………………………….………………………………………………… 4

Item 4. Submission of Matter to a Vote of Securities Holder …………………………………………………………………..… 4

PART II. OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters ………………………………………… 5

Item 6. Management’s Discussion and Analysis or Plan of Operation ………………………………………………………. 7

Item 7. Financial Statements……………………………………………………………………………………………………………………… 10

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure………….. 10

PART III. CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the Issuer………………………………………………………………………………… 11

Item 10. Executive Compensation ………………………………………………………………………………….…………………………… 15

Item 11. Security Ownership of Certain Beneficial Owners and Management ………………………………….……… 16

Item 12. Certain Relationships and Related Transactions ………………………………………………………………………… 17

PART IV.EXHIBITS AND SCHEDULES

Item 13. Exhibits and Reports on SEC Form 17-C ………………………………………………………………………………………… 18

SIGNATURES …………………………………………………………………………………………..……………………………………………………… 20

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES……………………………………………………… 21

Macay Holdings, Inc. / 1

PART I. BUSINESS AND GENERAL INFORMATION Item 1. Business Macay Holdings, Inc. (“the Parent Company” or “MHI”) is an investment holding company incorporated in the Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”). The shares of stock of MHI are listed and traded as “MACAY” on the Philippine Stock Exchange (“PSE”) starting 2014. MHI was formerly known as Maybank ATR Kim Eng Financial Corporation (“MAKE”), MAKE had business operations, through its various subsidiaries, in insurance, financial services, and real estate development. Starting mid-2013, the shareholders of MAKE undertook a re-organization which resulted in the sale of all of its operating subsidiaries. As a consequence of this re-organization, MAKE was left with assets in the form of cash and nil liabilities on its balance sheet. Upon completion of this MAKE re-organization, the majority ownership of MAKE was acquired on 25 October 2013, by an investor group led by Alfredo M. Yao, to serve as the vehicle for the consolidation of various businesses engaged in soft drinks bottling, distribution and sales and eventually other consumer focused businesses to be identified in the future. MHI is the parent company of ARC Refreshments Corporation (“ARC” or “the Subsidiary”), a company engaged in the bottling, distribution, marketing and sales of RC Cola and other popular carbonated drinks. As an investment holding company, MHI aims to expand the presence and market share of ARC as well as enter into the manufacture, distribution, and sale of other consumer-focused products in the Philippines and in the Asian region. For purposes of this discussion, the Parent Company and its subsidiary can be collectively referred to as the “Group”. In January 2014, the new shareholders of the Company filed with the Securities and Exchange Commission (“SEC”) amendments to MAKE’s articles of incorporation and by-laws, including the change of the Company’s name to Macay Holdings, Inc. These amendments were approved by the SEC on 27 January 2014. Starting January 2014, MHI, through ARC, acquired substantially all of the bottling machinery and equipment of Mega Asia Bottling Corporation (“Mega Asia”), and the machinery, equipment, bottles and shells, inventory and other assets and certain liabilities of Asiawide Refreshment Corp. (“Asiawide”). All of the assets acquired by ARC are utilized in the bottling, distribution, marketing and sales of RC Cola and other soft drink brands. As a result of the consolidation exercise which involved the acquisition for cash of the machinery, equipment, bottles and shells, and other assets of Asiawide and Mega Asia by ARC, MHI, through ARC, now owns and/or operates a total of nine (9) bottling plants in various locations throughout the country. In the first quarter of 2014 the Groups revenues were at P2.46 billion, 50.7% higher than the same period last year mainly due to full year effect of new plant sin Pangasinan, Cagayan de Oro and Cebu as well as increased capacity in Davao. Gross profit also increased for the first quarter by 108% to P866.7 million. For the second quarter 2014, the Group saw its revenues increase 42.6% to Php5.17 billion in the first half of 2014 compared to Php3.62 billion in the first half of 2013. This, however, was met with a 22.5% increase in cost of sales, bringing gross profit to P1.86 billion. The Company maintained its momentum by delivering strong third quarter and nine-month period top-line sales despite the seasonality for beverage industry. Net sales reached P7.68 billion for the nine-month period ending September 30, 2014, an increase of 44.5% from the same period in 2013. As with the other quarters these were mainly driven by the company’s expansion programs, as well as selling price adjustments on regular cola and all variants of 1.5 PET. Flavored carbonated drinks continue their upsurge thereby contributing to the revenue growth. Consequently, the Company’s gross profit reached P2.65 billion for January to September of 2014, an increase of 95% compared to the same period in 2013. Services/Customers/Clients Not applicable as the Company is a holding company. Competition Not applicable as the Company is a holding company.


Transaction with Related Parties Parties are considered to be related if one party has the ability, directly, or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions and the parties are subject to common control or common significant influence. Related parties may be individuals or corporate entities. MHI, in the regular conduct of its business, has entered into transactions with its associate and other related parties principally consisting of cash advances for reimbursement of expenses, acquisitions (such as the Asset Purchase Agreement with Mega Asia and Asiawide), capital infusion, leasing agreements, management agreements and dividends received from associates. Transactions with related parties are made on an arm’s length basis. Related party transactions are also discussed in the accompanying financial statements of the Company. Developmental and Other Activities Being a holding company, the Company has no material patent, trademark, or intellectual property right to products. The Company undertakes to comply with all existing government regulations and environmental laws, the costs of which are not material. As a holding company, it has no material development activities. Employees As of December 31, 2014, MHI has three (3) full-time employees in as much as it is in the process of completing its corporate structure at this time. Risk For further details on the company’s financial condition and operations, please refer to the 2014 Audited Financial Statements which is incorporated in the accompanying index to exhibits. MHI’s current operation is derived solely from its subsidiary ARC. The following section is a discussion on ARC’s business, products, competition, distribution and financial results of its ongoing operations. ARC Refreshments Corporation ARC, MHI’s Subsidiary, commenced operations on February 1, 2014 and serves as exclusive manufacturer and distributor in the Philippines of RC Cola and other ARC developed flavored carbonated drinks which include but is not limited to, Fruit Soda Orange, Juicy Lemon and Arcy’s Rootbeer. Services/Customers/Clients ARC derives substantially all of its revenues from sales of its beverage products to wholesalers and to retailers. Competition The carbonated soft drinks industry in the Philippines is highly competitive. In the cola segment, ARC competes with dominant multinational corporations with significant financial resources. ARC’s two largest competitors in the cola carbonated beverage market in the Philippines are Coca-Cola Bottlers Philippines, Inc. and Pepsi Cola Products Philippines Inc. ARC also competes with a variety of smaller manufacturers, such as Cosmos Bottling Corporation. Transactions with and/or Dependence on Related Parties Transactions with related parties and with certain directors, officers, stockholders and related interests (DOSRI) are discussed in Note 18 of the audited financial statements of the Group hereto attached. Patents, Trademarks, Copyrights, Licenses, Franchises, Concessions, and Royalty Agreements Held ARC has maintained its relationship with RCCI, a division of Cott Beverages, Inc., which started in 2003 and was formalized in 2005, when we executed a Concentrate Supply Agreement and Trademark Licensing Agreement.

The Concentrate Supply Agreement authorizes the Subsidiary to purchase concentrates to produce RC Cola and its beverage variants for sale and distribution within the Philippines. The Trademark Licensing Agreement, which is co-terminus with the Concentrate Supply Agreement, grants ARC the right to use RCCI’s trademarks in the sale and distribution of products within the Philippines.


ARC owns a variety of intellectual property rights for its in-house brands which the Subsidiary has developed over the years. The table below summarizes most of the current Certificates of Registration as well as pending applications for intellectual property involving our various in-house brands.

Trademark Approval Date Expiration

ARC & Device ........................................... 1-Apr-14 1-Apr-17

ARC Refreshments Corporation ....................... 8-Jul-14 8-Jul-17

Arcy's Root Beer ........................................ 17-Mar-14 17-Mar-14

Arcy's Root Beer & Device ............................. 1-Apr-14 1-Apr-17

Arcy's Root Beer & Mug Device ....................... 1-Apr-14 1-Apr-17

Biggie 1.5L & Device ................................... 1-Apr-14 1-Apr-17

Fruit Soda................................................ 12-Aug-14 12-Aug-17

Fruit Soda Pomelo ...................................... 1-Apr-14 1-Apr-17

Juicy Lemon & Device ................................. 1-Apr-14 1-Apr-17

Mega 800 ................................................. 3-Mar-14 3-Mar-18

Mega 800 & Check device ............................. 1-Apr-14 1-Apr-17

Rite n' Lite ............................................... 1-Apr-14 1-Apr-17

Saver 500 ml & Device ................................. 1-Apr-14 1-Apr-17 Employees ARC has 1,113 employees across seven different departments/functions. Risk Management The risks arising from ARC’s financial instruments are credit risk, liquidity risk and foreign currency risk. The Board of Directors of ARC has overall responsibility for the establishment and oversight of the Subsidiary’s risk management framework. ARC’s risk management policies are established to identify and manage the Subsidiary’s exposure to financial risks to set appropriate transaction limits and controls and to monitor and assess risks and compliance to internal control, identify and manage the Company’s exposure to financial risks, to set appropriate transaction limits and controls and to monitor and assess risks and compliance to internal control policies. Risk management policies and structure are reviewed regularly to reflect changes in market conditions and the Subsidiary’s activities. Management addresses the risks faced by the Subsidiary in the preparation of its annual operating budget. Mitigating strategies and procedures are also devised to address the risks that inevitably occur so as not to affect the Company’s operations and forecasted results. ARC, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.


Item 2. Properties As of December 31, 2014, MHI uses office space at 137 Yakal Street, San Antonio Village, Makati City, Metro Manila, Philippines. MHI has no immediate plans to acquire properties. Item 3. Legal Proceedings There are no material pending legal proceedings, bankruptcy petitions, convictions by final judgment, orders, judgments or decrees, or violations of a securities or commodities law for the past five years and the preceding years to which MHI or any of its subsidiaries or affiliates or its directors or executive officers is a party or of which any of its material properties are subject in any court or administrative government agency. Item 4. Submission of Matters to a Vote of Security Holders The following were approved by the vote of at least a majority of the members of the Board of Directors of the Corporation at a special meeting duly called for the purpose at a date specified below and by the stockholders of record of the Corporation representing at least two-thirds (2/3) of the entire subscribed and outstanding capital stock of the Corporation.

Amendment of the Articles of Incorporation: (i) 21 May 2014 - change the Company’s address for its principal place of business from “Metro

Manila” to “137 Yakal Street, San Antonio Village, Makati City 1203”. (ii) 26 June 2014 - amendment of Article Sixth of the Company’s Articles of Incorporation to

increase the number of directors from eleven (11) to thirteen (13) directors.

Amendment of the By-Laws: (i) 26 June 2014 - change the venue of the stockholders meeting from “at the principal office of

the company on Metro Manila” to “at the principal office of the Company or such other venue designated by the Board of Directors within the city or municipality where the principal office of the Company is located”.


PART II. OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters Market Information The Company’s common shares are listed and traded in the Philippine Stock Exchange. The high and low sales

prices of MHI’s shares traded in the PSE for each quarterly period during the past three (3) years are as

follows:

YEAR 1st QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER

HIGH LOW HIGH LOW HIGH LOW HIGH LOW

2014 26.50 20.30 40.30 26.00 44.90 37.55 49.00 43.90

2013 28.35 23.80 32.40 25.05 29.50 24.50 35.95 16.00

2012 29.00 3.00 39.15 20.00 38.55 24.00 25.00 4.38

As of December 23, 2014, the closing price of the Company’s shares of stock is Php 46.50/share. Holders As of December 31, 2014, the Corporation has 390 stockholders of record. Directors and Officers of Macay Holdings, Inc. Common Shares:

Name

Nationality

No. of Shares

Percentage of Ownership

ALFREDO M. YAO Filipino 1 0%

ARMANDO M. YAO Filipino 1 0%

JEFFREY S. YAO Filipino 1 0%

CAROLYN S. YAO Filipino 1 0%

MARY GRACE S. YAO Filipino 1 0%

ROBERTO A. ATENDIDO Filipino 1 0%

FERNANDO R. BALATBAT Filipino 1 0%

ANTONIO I. PANAJON Filipino 1 0%

ALBERT S. TORIBIO Filipino 1 0%

JESUS G. GALLEGOS, JR. Filipino 1 0%

ROBERTO F. ANONAS. JR. Filipino 1 0%

GERARDO T. GARCIA Filipino 1 0%

RINALDI C. AVES Filipino 1 0%


Top 20 Stockholders of Macay Holdings, Inc.

NAME NATIONALITY NO. OF SHARES SUBSCRIBED

PERCENTAGE OF OWNERSHIP

MAZY’S CAPITAL, INC. FILIPINO 958,941,660 89.76%

PCD NOMINEE CORPORATION - NON FILIPINO FOREIGN 100,028,851 09.36%

PCD NOMINEE CORPORATION – FILIPINO FILIPINO 6,757,626 00.63%

GONZALO PUYAT & SONS, INC. FILIPINO 942,095 00.09%

HANSON G. GO &/OR LARCY MARICHI Y. SO FILIPINO 216,000 00.02%

KNIGHTS OF COLUMBUS – NEW HAVEN CONN AMERICAN 62,916 00.01%

JOSEFA M. BENITEZ TRINIDAD FILIPINO 62,427 00.01%

LUCIANO TAN FILIPINO 57,879 00.01%

SAGITRO INCORPORATED FILIPINO 52,018 00.00%

RAFAEL ORTIGAS, JR. FILIPINO 43,165 00.00%

SUSANA LEE CHUNG FILIPINO 42,994 00.00%

RAMON NISCE FILIPINO 42,814 00.00%

NELLY V. KATIGBAK FILIPINO 39,560 00.00%

SIM CHI TAT &/OR CONCHING TAN SIM FILIPINO 38,097 00.00%

TEOFILO S. VILLONCO FILIPINO 32,967 00.00%

VICENTE VILLONCO FILIPINO 32,963 00.00%

PIERCE INTERLINK SECURITIES, INC. FILIPINO 32,400 00.00%

ENRIQUE RAMIREZ FILIPINO 32,193 00.00%

VIOLETA R. BARLAAN FILIPINO 31,732 00.00%

SIM CHI TAT FILIPINO 30,263 00.00%

Note: Based on the list of top 100 stockholders of Macay Holdings, Inc. as 31 December 2014 as reported by Stock Transfer Service, Inc.

Dividends It shall be the policy of the Company to declare dividend whenever there are unrestricted retained earnings available. Such declaration will take into consideration factors such as restrictions that may be imposed by current and prospective financial covenants; projected levels of operating results, working capital needs and long-term capital expenditures; and regulatory requirements on dividend payments, among others. On June 26, 2014, the Parent Company declared cash dividend of P1.35 per share totaling P1,442.33 million. The cash dividend was paid on July 24, 2014 Recent Sale of Unregistered or Exempt Securities n/a


Item 6. Management’s Discussion and Analysis or Plan of Operation CALENDAR YEAR ENDED DECEMBER 31, 2014 COMPARED TO YEAR ENDED DECEMBER 31, 2013

RESULTS OF OPERATIONS

For the years ended

December 31,

2013 2014

% change (₱, in millions)

Net sales.......................................................................

.....................................................................................

7,054.7 10,352.1] 46.7

Cost of sales ................................................................. 5,165.3 6,690.0 29.5

Gross profit .................................................................. 1,889.3 3,662.2 93.8

Selling and marketing expenses ................................... 588.3 945.0 60.6

General and administrative expenses ........................... 327.1 357.9 9.4

Other income ............................................................... 4.4 60.1 1,261.9

Income before income tax ........................................... 978.4 2,419.3 147.3

Provision for income tax .............................................. 292.5 693.7 137.1

Net Income .................................................................. 685.9 1,725.6 151.6

The company continued the momentum it gained from its 2013 performance by delivering 46.7% growth in

spite of strong competition with the other players in the industry. Net Sales revenue reached ₱10.3 billion as

the full year effect of the expansion in Cebu, Cagayan de Oro and Pangasinan as well as the increased capacity

in Davao, were realized. The company’s marketing and promotional campaigns over the years secured brand

loyalty even with price adjustments on regular cola and all variants of 1.5 PET were effected in the middle of

the year. In addition, the growing segment of the Flavored Carbonated Softdrinks (CSD) has contributed

significantly to the Company’s overall growth performance.

Cost of Goods Sold, which consists primarily of raw and packaging materials, direct labor and manufacturing

overhead, increased by 29.5% versus 2013 driven mainly by higher sales volume coupled with significant

increases in cost of major raw materials namely, sugar, diesel and foreign currency denominated materials

such as concentrate and caps. As a percentage to sales, Cost of Goods Sold decreased by 8.6PP mainly due to

cost competitiveness strategy and realized synergies as a result of the consolidation which lead to

improvement in yields, reduced wastages and production efficiencies. Also, the change in estimate of

containers’ useful life from 3 to 4 years resulted to a lower amortization cost.

As a result, Gross Profit in 2014 reached 3.66 billion. Expressed as percentage to net sales, gross profit rate

improved from 27% in 2013 to 35% this year.

Consequently, operating expenses increased by 42% over 2013 due to volume growth, consolidation of bottling

operations; and strategic expansion. Also, increase in general and administrative expenses is attributable to

higher salaries & benefits as well as one time legal & professional fees on account of the consolidation.

The company’s effort to drive growth, strong market demands and manageable operating expenses helped

achieve a Net Income of ₱1.73 billion which is 152% higher than 2013. Return on Sales is 17% this year which

improved by almost 7PP versus year ago.


FINANCIAL POSITION

Strong policy on credit control has enabled the company to maintain a solid financial condition. Cash from

operations were used to fund capital expenditures and payoff part of company’s debt.

Causes of Material Changes (+/-5% or more)

1. Total current assets is lower by 44.25% brought by the decrease in cash and cash equivalent by ₱3.25

billion due to payments made to Mega Asia and Asiawide for the purchase of assets, security deposit

to Zest-O Corporation, and cash dividend payout of MHI parent company. Meanwhile, inter-company

receivables increased by ₱53M and trade receivables by ₱82M brought by higher sales volume.

Inventories also increased by ₱275 million to support higher sales volume requirement.

2. Total non-current assets is higher by 55% due to increases in the following

a. property, plant and equipment by ₱83 million in line with the company’s expansion;

b. deferred containers by ₱650 million due to acquisition of new bottles and change in its

estimated useful life from 3 to 4 years; and

c. deferred tax assets by ₱41 million brought by the lease arrangement for Zest-O equipment

and Mega Asia land and building.

3. Other non-current assets also increased by ₱494 million mainly due to security deposit on rental, VAT

input on capital goods from asset purchased, and deposit with supplier relative to the increased

operations.

4. Short term loans payable decreased by 77% as the company settled substantial portion of outstanding

loan principal.

5. Retirement liability increased by ₱34 million due to increase in number of employees.

KEY PERFORMANCE INDICATORS

The following are the company’s key performance indicators. Analyses are employed by comparisons and

measurements based on the financial data of the current period against the same period of previous year.

2014 2013

Current ratio Current assets over current liabilities 1.17:1 1.96:1

Solvency ratio Total assets over total liabilities 2.21:1 2.54:1

Debt-to- equity ratio Total debt over total equity .83:1 .65:1

Asset-to-equity ratio Total assets over equity 1.83:1 1.65:1

Operating margin Operating income over net sales 23% 14%

Net profit margin Net profit over net sales 17% 10%

Interest coverage Earnings before interest & taxes over interest charges 5,215.18:1 265.04:1

Current ratio decreased mainly due to the increase in payables and decrease in current assets. The changes in

solvency, debt to equity and asset to equity ratios were mainly due to the increase in net income and

liabilities with decrease in total assets. The changes in operating margin, net profit margin and interest

coverage ratio were attributable to the increases in operating income and net income due to significant

increases in sales revenue brought about by the company expansion coupled with marketing and promotion

campaigns.


CALENDAR YEAR ENDED DECEMBER 31, 2013 COMPARED TO YEAR ENDED DECEMBER 31, 2012

RESULTS OF OPERATIONS

For the years ended

December 31,

2012 2013

% change (₱, in millions)

Net sales.......................................................................

.....................................................................................

4,258.2 7,054.7 65.7

Cost of sales ................................................................. 3,221.9 5,165.3 60.3

Gross profit .................................................................. 1,036.4 1,889.3 82.3

Selling and marketing expenses ................................... 585.3 588.3 0.5

General and administrative expenses ........................... 276.5 327.1 18.3

Other income ............................................................... 6.4 4.4 -31.2

Income before income tax ........................................... 181.0 978.4 440.6

Provision for income tax .............................................. 54.3 292.5 438.8

Net Income .................................................................. 126.7 685.9 441.4

The Company delivered strong top-line growth brought by the expansions in CDO and Pangasinan; takeover of

Fiesta Beverages in Cebu; and increased capacity of Davao plant. The growth may also be attributed to the

local election which was generally perceived as softdrinks’ consumption stimulant. Net sales reached ₱7

billion, an increase of 65.7% from 2012. In addition, the company realized the full year effect of price

adjustments of Fruit Soda Orange & Juicy Lemon in the Cagayan Valley region which took effect on November,

2012.

Consequently, Cost of Goods Sold, which consists primarily of raw and packaging materials, direct labor and

manufacturing overhead, increased by 60.3% versus last year driven mainly by higher sales volume as prices of

major raw materials particularly sugar, remained largely stable throughout the year.

As a result, the Company’s gross profit reached ₱1.89 billion, an increase of 82.3% compared last year. Gross

Profit expressed as percentage to net sales slightly improved by 2.4PP over 2012.

Operating expenses increased by 6.2% due to additional manpower and other general and administrative

expenses brought about by the additional plants opened. Promo and advertising expenses which is the biggest

item in Selling, Marketing and Distribution expense, slowed down significantly compared to massive TV and

radio advertisements in 2012. In addition, interplant hauling of finished goods was reduced as major plants in

Metro Manila were able to produce their respective sales demands as a result of the company’s continuing

effort to improve its efficiency and productivity. Meanwhile, General and Administrative expenses increased

by 18.3% over last year due to personnel expenses relative to the expansion.

High revenue growth, stable costs and controllable operating expenses enabled the company to achieve a net

income of ₱686 million versus ₱127 million last year. Return on sales also improved by 7PP compared to 2012.


Item 7. Financial Statements The consolidated financial statements and schedules as listed in the accompanying Index to Financial Statements and Supplementary Schedules are filed as part of this SEC Form 17-A. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The Company has engaged the services of SGV & Co. during the two most recent fiscal years. There are no disagreements with SGV & Co. on accounting and financial disclosure. The accounting policies adopted are consistent with those of the previous financial year except for the

adoption of the new and amended Philippine Financial Reporting Standards (PFRS) and the Philippine

Interpretations of International Financial Reporting Interpretation Committee (IFRIC) which became effective

beginning January 1, 2012.

The Company will also adopt several amended and revised standards and interpretations in 2014.

Please refer to Note 2 of the attached Company’s audited financial statements on the Summary of Significant

Accounting Policies for the accounting of the new PFRS and IFRIC which became effective in 2014 and new

PFRS and IFRIC that will be effective in 2015 and 2016

INDEPENDENT AUDITORS

The consolidated financial statements of the Company and its subsidiary as of and for the years ended

December 31, 2013, and 2014 have been audited by SGV & Co. (a member firm of Ernst & Young Global

Limited), independent auditors, as stated in their reports appearing herein.

The Company has not had any disagreements on accounting and financial disclosures with its current external

auditors for the same periods or any subsequent interim period. SGV & Co. has neither shareholdings in the

Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe for the

securities in the Company. SGV & Co. will not receive any direct or indirect interest in the Company or in any

securities thereof (including options, warrants or rights thereto) pursuant to or in connection with the Offer.

The foregoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines set by

the Board of Accountancy and approved by the Professional Regulation Commission.

The following table sets out the aggregate fees billed for December 31, 2014 for professional services rendered

by SGV & Co. to the Company.

For the year ended

December 31, 2014

(in Php thousands)

Audit and Audit-Related Services …………………………………………………… 1,010,000.00

Non-Audit Services ………………………………………………………………………… 591,487.80

Total ……………………………………………………………………………………………… 1,601,487.80


PART III. CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer

(a) The incumbent Directors and Executive Officers of the Company are as follows:

Board of Directors Office Name Age Citizenship Chairman Alfredo M. Yao 71 Filipino Director/President Antonio I. Panajon 66 Filipino Director Armando M. Yao 63 Filipino Director Jeffrey S. Yao 46 Filipino Director Carolyn S. Yao 48 Filipino Director Mary Grace S. Yao 42 Filipino Director Roberto A. Atendido 67 Filipino Director Albert S. Toribio 63 Filipino Director Fernando R. Balatbat 69 Filipino Director Gerardo T. Garcia 68 Filipino Director Rinaldi C. Aves 53 Filipino Independent Director Jesus G. Gallegos, Jr. 67 Filipino Independent Director Roberto F. Anonas, Jr. 58 Filipino

The business experience of the members of the Board for the last five (5) years is as follows: * Independent director – the Company has complied with the Guidelines set forth by SRC (Securities Regulation Code) Rule 38 regarding the Nomination and Election of Independent Director. The Company’s By-Laws incorporate the procedures for the nomination and election of independent director/s in accordance with the requirements of the said Rule.

Period of Directorship Name Date Elected Alfredo M. Yao 25 July 2014 Antonio I. Panajon 25 July 2014 Armando M. Yao 25 July 2014 Jeffrey S. Yao 25 July 2014 Carolyn S. Yao 25 July 2014 Mary Grace S. Yao 25 July 2014 Roberto A. Atendido 25 July 2014 Albert S. Toribio 25 July 2014 Fernando R. Balatbat 25 July 2014 Jesus G. Gallegos, Jr. 25 July 2014 Roberto F. Anonas, Jr. 25 July 2014 Gerardo T. Garcia 25 July 2014 Rinaldi C. Aves 25 July 2014 Executive Officers Name Office Age Citizenship Antonio I. Panajon President 66 Filipino Fernando R. Balatbat Treasurer 69 Filipino Jeffrey S. Yao Vice President 46 Filipino


Period of Officership Name Posistion Period Held Antonio I. Panajon President 25 October 2013 – Present Fernando R. Balatbat Treasurer 25 October 2013 – Present Jeffrey S. Yao Vice President 25 July 2014 – Present The Directors of the Company were elected at the special stockholders’ meeting to hold office until the next succeeding annual meeting and until their respective successors have been appointed or elected and qualified. The Directors possess all the qualifications and none of the disqualifications provided for in the SRC and its Implementing Rules and Regulations as well as the Company’s By-laws. Nomination of Independent Directors shall be conducted by the Nomination Committee prior to the stockholders meeting. The Nomination Committee shall prepare pre-screen and shortlist all candidates nominated to become a member of the board of directors in accordance with the qualifications and disqualifications set out by the Company.

(b) Significant Employees The Company’s business is not dependent on the services of any particular employee. Directorships in Other Reporting Companies The following are directorships held by Directors and Executive Officers in other reporting companies during the last five years: Name of Corporation Position Jeffrey S. Yao Philippine Business Bank ………………………………………………………………… Director Roberto A. Atendido Philippine Business Bank………………….……………………………………………… Director Paxys Inc. ……………………………………………………………………………………….. Director Alfredo M. Yao Mr. Alfredo M. Yao is the Chairman Emeritus of the Board of PBB. He is also currently the Chairman of Zest-OO Corporation, Semexco Marketing Corp., and Asiawide Refreshments Corp. He is currently serving as President of Solmac Marketing Inc., Harman Foods (Phil.) Inc., and Amchem Marketing, Inc. He also sat as a director of Export and Industry Bank. He has had training in Corporate Governance with Export & Industry Bank. He has had training on CISA Credit Bureau, and on SME Related Issues and other CTB Related issues with the Senate of the Philippines. He also attended a Risk Management Awareness Seminar given by the Pacific Management Forum and PBB, and he had attended a PCCI Business Forum, given by PCCI.

Armando M. Yao Mr. Armando Yao, Filipino, has been a director of the Company since 25 October 2013, Currently the President of Mega Asia Bottling Corporation. And has been a director of various companies such as AMY holdings, Inc., Zest-O Corporation, Semexco Marketing Corporation, Harman Foods, Uni-Ipel, Solmac Mktg., Inc., Asiawide Refreshments Corporation, SMI Development Corporation, Bev-Pack and Downtown Realty and Investment Corporation. Antonio I. Panajon Antonio I. Panajon, Filipino, has been a director of the Company since 25 October 2013. He has over 40 years of experience in the beverage industry. He then worked for Pepsi Cola Bottling Company from 1974 to 1989, his last position being its Executive Vice President and Chief Operating Officer. He then moved to Cosmos Bottling Corporation from 1990 to 2001 as its President and Chief Operating Officer. He now serves as a director in Asiawide Refreshments Corporation, the producer and distributor of RC Cola in the Philippines. At present, he is also the Chairman of Summit Leasing and Financing Company. He also serves as a member of the board of directors of Pharma-Rex


Pharmaceuticals Corporation, Tao Corporation, New MarketlinkPharma Corp., Asiawide-Kalbe Corporation, and General Nutrition Company. He earned his Bachelor of Arts in Public Administration degree from the University of the Philippines in 1970 and completed the Strategic Business Economics Program of the University of Asia and the Pacific. Jeffrey S. Yao Mr. Jeffrey Yao, Filipino, has been a Director of PBB since 1999. He currently holds the position of member of the Board of Directors in Asiawide Refreshment Corporation and Zest Air. He also sat as director of Export and Industry Bank. He is currently serving as Chief Operating Officer of Zest-O Corporation.

Carolyn S. Yao Ms. Carolyn Yao, Filipino, has been a director of the Company since 25 October 2013. A graduate of Commerce from the University of Sto. Tomas. and has been a director of various companies such as Zest-O Corporation, SMI Development Corporation, Mega Asia Bottling Corporation, AMY Holdings, Inc., Semexco Mktg. Co., Downtown Realty Investment Corporation and Bev Pack, Inc. Mary Grace S. Yao Ms. Mary Grace Yao, Filipino, has been a director of the Company since 25 October 2013. A graduate of Food Technology from the University of the Philippines. And has been a director of various companies such as AMY Holdings, Inc., Zest-O Corporation, Semexco Mktg. Co., SMI Development Corporation, Downtown Realty Investment Corporation and Bev-Pack, Inc. Roberto A. Atendido Roberto A. Atendido, Filipino, has been a director of the Company since 25 October 2013. He currently serves as Executive Vice Chairman and Director of Asian Alliance Investment Corporation and President and Director of Asian Alliance Holdings and Development Corporation. In addition, he is a member of the board of directors of Premiere Entertainment Philippines, Inc., Paxys, Inc., Medi Data, Inc., GEM Communications Holdings Corporation, Philippine Business Bank, and Sinag Energy Philippines, Inc. He graduated from Ateneo de Manila University in 1970 after obtaining his degree in Bachelor of Science in Management Engineering, with honors. He completed his Master’s Degree in Business Management from the Asian Institute of Management in 1973. Albert S. Toribio Albert S. Toribio, Filipino, has been a director of the Company since 25 October 2013. He was the Chief Finance Officer and director of Zest Airways, Inc. from 2008 until 2013.He has more than 20 years experience in the food and beverage business, beginning with Cosmos Bottling Corp. from 1990 until 2001, in which he last served as Senior Vice President/Chief Financial Officer, responsible for its comptrollership, accounting, management information system, financial planning, and treasury. He was concurrently an Assistant Vice President of RFM Corporation from 1992 to 1994. He is presently connected with Asiawide Refreshments Corp., serving as a director since 2003. He was also its Chief Financial Officer from 2007 to 2008. Mr. Toribio was likewise previously connected with Arthur Andersen & Co. from 1987 to 1990 and SGV & Co. from 1973 to 1987. He finished his degree in Bachelor of Science in Business Administration – Accounting with magna cum laude honors from the University of the East in 1972 and his Master’s Degree in Business Management from the Asian Institute of Management in 1980. Fernando R. Balatbat Fernando R. Balatbat, Filipino, has been a director and Treasurer of the Company since 25 October 2013. He is currently also a director/Treasurer of Summit Leasing & Finance Inc. and director/Chief Financial Officer of Pharma-Rex Inc. He is likewise a director of First Ardent Property Development Corp., Unicapital Securities, Inc., Aster Management Corporation, and Costa de Madera Corporation. Mr. Balatbat has been in the finance sector for almost 40 years, serving as, among others, Group Vice President, Corporate Development Unit, of Metro Pacific Corporation from 1989 to 2004, as consultant to the Governor of the Central Bank of the Philippines from 1981 to 1984, Managing Director and consultant of the PNB International Finance, Ltd. (Hong Kong) from 1981 to 1984, President and Director of Astley & Pearce – ASEAN, Inc. from 1977 to 1980, and as Vice President of the Treasury/Money Market Division of General Bank & Trust Company from 1974 to 1977. An awardee of the Ten Outstanding Young Men (TOYM) of the Philippines in 1982, Mr. Balatbat completed his Bachelor of Arts degree in Economics in 1965 and his Masters in Business Management in 1967 from the Ateneo de Manila University. Jesus G. Gallegos, Jr. Jesus G. Gallegos, Jr., Filipino, has been an independent director of the Company since 25 October 2013. Currently a tenured full professor at the Asian Institute of Management (AIM), Prof. Gallegos focuses on strategic management, strategic innovation, and ethics. He is also presently the Chairman


of the Board of Directors of Solutions Insurance Brokers, Inc. and Solutions Inc. Prior to his stint with AIM, he was Vice President for Operations and General Manager of International Food and Agriculture Resources Management Services, Inc. and Senior Consultant to the Secretary of the Department of Agriculture and Natural Resources. He previously taught at the De la Salle University (Doctor in Business Administration Program), Institute of International Studies and Training in Japan (Visiting Professor), Ateneo de Manila University Graduate School of Business, and Maryknoll College. He was also the Institute Dean and Chief Operating Officer of AIM from 1995 to 2000. A licensed engineer, Prof. Gallegos completed his degree in Bachelor of Science in Chemical Engineering from De la Salle University. He then obtained his Master’s Degree in Business Management from AIM and his doctorate in Business Administration (with High Distinction) from De la Salle University. He was a recipient of AIM’s Alumni Achievement Award (Triple A) and the De la Salle University Graduate School of Business’s Most Outstanding Alumnus Excellence Award. Roberto F. Anonas, Jr. Roberto F. Anonas, Jr., Filipino, has been an independent director of the Company since 25 October 2013. He has been a member of the faculty of the School of Management and Entrepreneurial Management Program of the University of Asia and the Pacific since 2001 until the present. He is also an adjunct faculty member of the Bachelor of Science in Business Administration Program of Enderun Colleges from 2010 until the present. He is also currently serving as the President of Marizza Manufacturing Corporation (since 1995) and The Finalist Corporation (since 2005). Prior to this, he was the President of Cyberland Global Corporation from 2009 to 2013 and a Partner at Pacific Star Technologies, Inc. from 1999 to 2001. He completed his degree in Bachelor of Arts in Economics from the Ateneo de Manila University in 1976 and obtained his Masters in Business Administration degree from University of Lausanne in Switzerland in 1978. Gerardo T. Garcia Gerardo T. Garcia was elected as director of our company on July 25, 2014. He is the Executive Vice President and Chief Operating Officer of ARC Refreshments. Mr. Garcia is concurrently a director of Asiawide. He was Senior Vice President of Marketing and Sales in Cosmos Bottling Corporation from 1993 to 2002. Prior to this, he held the position of Executive Vice President and Chief Operating Officer of Filipinas Water Bottling Corp. and Senior Vice President of Jollibee Foods Corporation. He also worked in Pepsi Cola Bottling Co. He graduated from Letran College with a degree in Political Science Rinaldi C. Aves Rinaldi C. Aves was elected as director of our company on July 25, 2014. He is the Vice President for Technical Services of ARC Refreshments and concurrently a director in Asiawide. Prior to joining ARC Refreshments, he worked in Cosmos Bottling Corporation and Pepsi Cola Bottling Co. He graduated from the University of the Philippines with a degree in Industrial Engineering.

The Company has complied with the Guidelines set forth by SRC (Securities Regulation Code) Rule 38 regarding the Nomination and Election of Independent Directors. The same provision has been incorporated in the Amended By-Laws of the Company.

(c) Family Relationships Mr. Armando M. Yao is the brother of Mr. Alfredo M. Yao. Mr. Jeffrey S. Yao, Ms. Carolyn S. Yao, and Ms. Mary Grace S. Yao are the children of Mr. Alfredo M. Yao. All other directors and officers are not related either by consanguinity or affinity. There are no other family relationships known to the registrant other than the ones disclosed herein. (d) Certain Relationships and Related Transactions There are no known related party transactions other than those described in Note 18 (RelatedParty Transactions) of the Notes to the Consolidated Financial Statements. (e) Involvement in Legal Proceedings The Company is not aware of any of the following events having occurred during the past five years up to the date of this report that are material to an evaluation of the ability or integrity of any director, nominee for election as Director, executive officer, underwriter or controlling person of the Company:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;


(2) any conviction by final judgment, including the nature of the offense, in a criminal proceeding, domestic or foreign, or being subject to a pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses;

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities;

(4) being found by a domestic or foreign court of competent jurisdiction (in a civil action), the SEC or comparable foreign body, or a domestic or foreign exchange or other organized trading market or self-regulatory organization, to have violated a securities or commodities law or regulation, and the judgment has not been reversed, suspended or vacated; and

(5) a securities or commodities law or regulation, and the judgment has not been reversed, suspended or vacated.

Item 10. Executive Compensation

Executive Compensation of Macay Holdings, Inc. The Company does not provide compensation to its named key executive officers. Employment contracts between the Company and named executive officers The Company has no special employment contracts with the named key executive officers. Warrants and options outstanding There are no outstanding warrants or options held by the President, the named executive officers, and all officers and directors as a group. Stock option plan The Company has no employee stock option plan.


Item 11. Security Ownership of Certain Beneficial Owners and Management As of December 31, 2014, the following are the owners of the Company’s common stock in excess of 5% of total outstanding shares:

Title of Class

Name and Address of Record Owner and Relationship

with Issuer

Name of Beneficial

Owner and

Relationship with Record

Owner

Citizenship No. of Shares Held

Percent ( % )

Common

Mazy’s Capital, Inc.

Filipino

958,941,660

89.76%

Security Ownership of Management as of December 31, 2014

Title of

Securities Name of Beneficial Owner of Common

Stock

Amount and Nature of Beneficial Ownership

(D) direct/(I) indirect

Citizenship Percent of Class

Common Alfredo M. Yao 1 (D) Filipino 0

Common Armando M. Yao 1 (D) Filipino 0

Common Carolyn S. Yao 1 (D) Filipino 0

Common Jeffrey S. Yao 1 (D) Filipino 0

Common Mary Grace S. Yao 1 (D) Filipino 0

Common Antonio I. Panajon 1 (D) Filipino 0

Common Fernando R. Balatbat 1 (D) Filipino 0

Common Roberto A. Atendido 1 (D) Filipino 0

Common Albert S. Toribio 1 (D) Filipino 0

Common Jesus G. Gallegos, Jr. 1 (D) Filipino 0

Common Roberto F. Anonas, Jr. 1 (D) Filipino 0

Common Gerardo T. Garcia 1 (D) Filipino 0

Common Rinaldi C. Aves 1 (D) Filipino 0

Total

13

0

Voting Trust Holders of 5% or More

There are no persons holding more than 5% of a class under a voting trust or any similar agreements as of December 31, 2014.

Change in Control

None.


Item 12. Certain Relationships and Related Transactions Related transactions are described in Note 18 (Related Party Transactions) of the Notes to the Consolidated

Financial Statements.

No other transaction was undertaken by the Company in which any Director or Executive Officer was involved

or had a direct or indirect material interest.

To date, there are no complaints received by the Company regarding related-party transactions.

Transactions with Promoters

There are no transactions with promoters within the past five (5) years.

Events after the Reporting Period


PART IV. EXHIBITS AND SCHEDULES Item 13. Exhibits, Annual Corporate Governance Report, and Reports on SEC Form 17-C

(a) Exhibits – see accompanying Index to Exhibits

(b) Annual Corporate Governance Report (ACGR) – please see attached

(c) Reports on SEC Form 17-C

Reports on SEC Form 17-C were filed during the last six month period covered by this report and are listed below:

Date Particulars

27 January 2014

The Securities and Exchange Commission approved the change in corporate name of the Corporation from Maybank ATR Kim Eng Financial Corporation to Macay Holdings, Inc. Such change was brought about in compliance with and pursuant to the provisions of the Share Purchase Agreement dated 24 September 2013 entered into by and between Mazy's Capital, Inc. and Maybank Kim Eng Holdings, Ltd ("MKEHL"), in which the former purchased 958,923,466 common shares, equivalent to 89.75% of the outstanding shares of the Corporation, then held by MKEHL.

11 April 2014

The Board of Directors appointed the chairpersons and members of the Nomination, Audit, and Corporate Governance Committees.

21 May 2014

The Board of Directors approved the following

Date of Annual Stockholders's Meeting to be held on 25 July 2014 at The City Club Alphaland Makati Place and set the record date for the determination of stockholders entitled to notice and to vote at such meeting and any adjournment thereof shall be at the end of trading hours of the Philippine Stock Exchange (PSE) on 20 June 2014.

Amendment of the Articles of Incorporation to change the Company’s address for its principal place of business from “Metro Manila” to “137 Yakal Street, San Antonio Village, Makati City 1207”.

18 June 2014 During a special meeting of the Board of Directors of ARC Refreshments Corporation, a resolution was approved to acquire two bottling plants owned by Zest-O Corporation consisting of machinery and equipment that will be used to bottle beverage products of ARC, subject to final terms and conditions to be mutually agreed upon by both parties.

26 June 2014 The Board of Directors and 2/3 of shareholders approved the following:

1) The amendment of Article Sixth of the Company’s Articles of Incorporation to increase the number of directors from eleven (11) to thirteen (13) directors.

2) Amendment of the By-Laws to change the venue of the stockholders meeting from “at the principal office of the company on Metro Manila” to “at the principal office of the Company or such other venue designated by the Board of Directors within the city or municipality where the principal office of the Company is located”.

3) The payment of the unpaid subscribed shares with ARC Refreshments amounting to 187,499,991 shares at Php 1.00 per share, or a total price of Php187,499,991.00 and the additional subscription with ARC Refreshments of 190 million shares at Php10.00 per share, for a total


price of Php1,900,000,000.00 4) Approved the declaration of cash dividends of Php1.35 per share.

The cash dividend shall be applicable to all stockholders on record as of 11 July 2014 and payment shall be made by 24 July 2014.

July 25, 2014 MHI Held its Annual Stockholders Meeting (ASM) during which the members of the Board of Directors, its external auditor, and its inspectors of election unitl the close of the next annual meeting were elected and amendments to its articles of incorporation and by-laws were ratified and affirmed, among others. At the Organization Meeting that followed immediately after the ASM, the Company officers and Board Committee Members were appointed.

August 28, 2014 In connection with the disclosure dated 19 June 2014, the Board of Directors of ARC resolved not to pursue the acquisition of two bottling lines of Zest-O Corporation. Rather ARC is contemplating on entering into long term operation lease arrangements for the said bottling lines.

September 3, 2014 The Board of Directors approved the acquisition of 100% of ARC Holdings, Inc. at terms and conditions to be negotiated and finalized. The Board further authorized the President Antonio I. Panajon to negotiate, execute and sign such agreements, papers, and other documentation pursuant to such acquisition.

September 10, 2014 The Board of Directors approved a stock rights offering in which MHI will offer all shareholders of the Corporation rights to subscribe to common shares of stock to be issued from the Corporation’s unissued capital stock (the “Rights Offer”), subject to the registration or exemption requirements, whichever may be applicable, of the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE).

Macay Holdings, Inc. SEC Form 17-A

Documents

Transcript of Macay Holdings, Inc. SEC Form 17-A