On February 22, 1994, the SEC approved the Company's change of corporate name to UEM Development Phils., Inc. and the change in its primary purpose from engaging in mining activities to general construction and other allied businesses. The amendment of its primary purpose was due to the potential opportunity in the construction industry brought about by the entry of a new foreign investor.
On October 10, 1997, the SEC approved the Amendment to the Seventh Article of the Company's Articles of Incorporation increasing the par value of its authorized capital stock from P0.01 to P1.00, decreasing the Company's shares of stock from 500,000,000 shares to 50,000,000 shares, and stating that the stockholders shall have no pre-emptive rights.
On November 5 and 9, and December 14, 2010, the Board of Directors (BOD) considered and approved the Amendment of the Articles of Incorporation and By-Laws of the Company for the purpose of, among others, changing the Company's corporate name to Synergy Grid & Development Phils., Inc., changing its primary purpose to enable it to engage in power, energy, utilities, infrastructure and allied businesses (including investing in such entities), expanding the secondary purpose of the Company, and increasing the Company's authorized capital stock to 215,000,000. The amendments to the Articles of Incorporation and By-Laws of the Company were approved by the stockholders on December 21, 2010. The SEC approved the Amended Articles of Incorporation on March 28, 2011 (Note 10).
In connection with the above resolutions and with a proposed share swap with the stockholders of Pacifica21 Holdings, Inc. (Pacifica21) and OneTaipan Holdings, Inc. (Onetaipan), on February 16, 2011, the BOD passed a resolution authorizing the Company to issue, out of the P165 million increase in the authorized capital stock of the Company, 100 million common shares at a price of P20 per share, to the stockholders of Onetaipan and Pacifica21 in exchange for their shares in Onetaipan and Pacifica21. The share swap was approved by the Company's stockholders on December 21, 2010.
On March 28, 2011, the SEC approved the share swap and increase in the Company's authorized capital stock from P50 million divided into 50 million shares at P1 par value per share to P215 million divided into 100 million common shares at P1 par value per share and 65 million non-voting preferred shares at a par value of P1 per share. Upon its effectivity, the Company will own 68.34% of Pacifica21 and 100% of Onetaipan.
The effectivity of the share swap was conditioned on the issuance by the Bureau of Internal Revenue (BIR) of a ruling confirming the tax-free exchange status of the share swap for both the stockholders of Onetaipan and Pacifica21. However, the BIR ruling granted the application of a tax-free exchange status of the share swap with respect to one shareholder but denied the application with respect to the other shareholder on the ground that the transfer by the former of his shares in Onetaipan alone was enough to gain control of the Company. The said ruling was affirmed by the Department of Finance (DOF). In 2015, the Company filed an appeal to the Office of the President to review the decision of the DOF.
On January 28, 2016, the shareholders of Onetaipan and Pacifica21 wrote the Company stating their intention to rescind the share swap as the approval of BIR has not been obtained and the consummation of the share swap has been pending for five (5) years already.
On February 23, 2016, the BOD of the Company approved the rescission of the share swap. The BOD further approved the cancellation of the increase in authorized capital stock which was previously approved by the SEC. On August 26, 2016, the Company filed an application with the SEC to approve such cancellation after obtaining the approval of the same by the Company's stockholders on April 28, 2016.
On October 12, 2016, the SEC approved the application for the cancellation of the certificate of approval of increase in authorized capital stock and the certificate of filing of amended articles of incorporation issued by the SEC on March 28, 2011.
On January 17, 2017, the Company filed a motion to the Office of the President to withdraw the previously filed appeal in 2015. The Company’s motion to withdraw was approved by the Office of the President on March 6, 2018.
On January 1, 2015, the Company entered into a Shared Services Agreement with Monte Oro Grid Resources Corporation (MOGRC) and Calaca High Power Corporation (CHPC) for a period of three (3) years. The Company shall render monthly management consulting and financial advisory services and, in consideration of the services rendered, the Company shall receive a monthly management fee of P300,000 from each entity.
On March 22, 2017, the Shared Services Agreement was amended to extend the period up to December 31, 2018.
On February 26, 2018, the Shared Services Agreement was further amended extending the period up to December 31, 2021. This was superseded by a Revised Shared Services Agreement entered into by the Company on January 1, 2019, increasing the monthly management fee to P500,000 with a period of three (3) years commencing January 1, 2019, unless otherwise cancelled or extended by mutual agreement of the related parties and SGP.
In 2019, the BOD and stockholders resolved and approved the increase in authorized capital stock of the company and the proposed share swap transaction.
On November 14, 2019, the BOD resolved and approved the increase in the authorized capital stock of the Company from P50.00 million divided into 50 million common shares at par value of P1 per share to P5.05 billion divided into 5.05 billion common shares at par value of P1 per share, with increase of P5.00 billion to be divided into 5 billion common shares at a par value of P1 per share.
On the same date, in connection with the above resolution and with a proposed share swap with the stockholders of Pacifica21 and Onetaipan, the BOD passed a resolution authorizing the Company to issue, out of the P5.00 billion increase in the authorized capital stock of the Company, 4,100,400,000 common shares at a price of P20 per share, to the stockholders of Onetaipan and Pacifica21 in exchange for their shares in Onetaipan and Pacifica21. Specifically, 2,050,200,000 common shares of the Company will be swapped with 86,430,000 common shares of OneTaipan and 2,050,200,000 common shares of the Company will be swapped with 871,000,000 common shares of Pacifica21.
The above resolutions on the increase in authorized capital stock and share swap were approved by the Company’s stockholders on December 20, 2019.
On March 26, 2020, the proposed share-swap transaction was approved by the Philippine Competition Commission on the grounds that it will not likely result in substantial lessening of competition in the Philippine market.
As of June 30, 2020, the Company is still in process of completing the requirements in order to submit the application for these transactions with SEC
The Company's shares of stock are listed on the Philippine Stock Exchange (PSE) under the stock symbol "SGP."
The Company's registered office address is Unit 1607, 16th Floor, Tycoon Center Bldg. Condominium Pearl Drive, Pasig City, Metro Manila.
Mission & Vision Statement
SGDPI Vision: To be a strong and
stable business enterprise that adds superior value to its shareholders
and other stakeholders
SGDPI Mission: To build a prosperous
enterprise through strategic investments in power, energy, utilities and
other allied businesses.
Board of Directors, management Team and Executive Officers
Members of the Board shall serve for a term of one year and until their
successors shall have been duly elected and qualified. The following are
the incumbent Directors and Executive Officers of SGP:
Board of Directors
| Henry Sy, Jr. |
| Robert G. Coyiuto, Jr. |
| Jose Perpetuo M. Lotilla |
| Vicente D. Gerochi IV |
| Paul P. Sagayo, Jr. |
| Luis Jose P. Ferrer |
| Francis Saturnino C. Juan |
Management Officers
| Henry Sy, Jr. |
Chairman |
| Robert G. Coyiuto, Jr. |
Vice-Chairman |
| Paul P. Sagayo, Jr. |
President and Chief Executive Officer |
| Justice Lady P. Soriano |
Treasurer, Chief Finance Officer, Investor Relations Officer |
| Ma. Theresita G. Yulo |
Comptroller, Data Protection Officer and Related Party Transaction Officer |
| Zurohayda Yoko M. Montierro |
Audit and Risk Officer |
| Jose Perpetuo M. Lotilla |
Lead Independent Director |
| Cheryl S. Saldaña-de Leon |
Corporate Secretary |
| Ernest Aaron P. Valdez |
Assistant Corporate Secretary |
| Pia Isabel O. Co |
Compliance Officer |
Organizational Chart 