NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock...

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NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION Head-Disclosure Department Re: SEC Form 23-8 of SMM Philippines x==================================x Dear Madam: Please find attached SEC Form 23-B of SU MITOM O METAL MINI NG PHILI PP IN E HOLDINGS CORPORATION (SMM PH), a shareholder of o ur company, NICKEL ASIA CORPORATION (NIKL), which was filed with t he SECURITIES AND EXCHANGE COMMISSION (SEC). We trust everything is in order. Sincerely yo urs, NICKEL ASIA CORPORATION By: JOSE RODERICK F. FERNANDO Corporate Information Officer VP-legai/HR

Transcript of NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock...

Page 1: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

NICKEL ASIA CORP .

07 October 2011

The PHILIPPINE STOCK EXCHANGE

Philippine Stock Exchange Plaza

Ayala Triangle, Aya la Avenue

Makati City

Attn: JANET A. ENCARNACION Head-Disclosure Department

Re: SEC Form 23-8 of SMM Philippines

x==================================x

Dear Madam:

Please find attached SEC Form 23-B of SU MITOMO METAL M INING PHILI PPINE

HOLDINGS CORPORATION (SMM PH), a shareholder of our company, NICKEL ASIA

CORPORATION (NIKL), which was filed with t he SECURITIES AND EXCHANGE

COMMISSION (SEC).

We trust everything is in order.

Sincerely yours,

NICKEL ASIA CORPORATION

By:

~~ JOSE RODERICK F. FERNANDO Corporate Information Officer

VP-legai/HR

Page 2: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

11111111111111111111111111111111111111111111111111111111111111111111 111111111111111111 110052011000453

SECURITIES AND EXCHANGE COMMISSION

Barcode Page

SEC Buildirg, EDSA, Greenhills,Mandaluyong City, Melro Manila,Philippines Te1:(632) 726-0931 to 39 Fax:(632) 725-5293 Email: [email protected]

lhe following document has been received:

Receiving Officer/Encoder : Jojit Licudine

Receiving Branch :SEC Head Office

Receipt Date and lime : October 05, 201 1 10:59:59 AM

Received From Head Office

Company Representative

Doc Source

Company Information

SEC Registration No.

Company Name

Industry Classification

Company Type

Document Information

Document ID

Document Type

Document Code

Period Covered

No. of Days Late

Department

Remarks

CS201013272

NICKEL ASIA HOLDINGS, INC.

Financial Holding Company Activities

Stock Corporation

110052011000453

Statement of Changes in the Beneficial Ownership

238

October 04, 2011

0

REPORTING PERSON:SUMITOMO METAL MINING HOLDINGS CORF

Page 3: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

COVER SHEET

S.E.C. Registration Number

ltiCIKIEILIIAisi•IAIIcloiRIPIOIRIAITioiNIIIIIIIIIIIII I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I

(Company's Full Name)

lelriHI IFILioloiRI INIAicl lsluiiiLIDIIINIGI.I I I I I I I I I I I I I 1114131 loiEILIAI IRiolsiAI lcloiRI .I IAIDIEILIAINITIAiolol lslrlsl. I I IL IEIGIAisiPIII lVIII LILIAIGIEI, I IMIAIKIAITIII lclllrlvl I I I I I I I

Ledda lmbang (02) 8127814 Contact Person Company Telephone Number

rnrn FORM 23-B rn rn Month Day FORM TYPE Month Day

Fiscal Year · Annuai Meeting

Secondary License Type, If Applicable

I I I I Dept Requiring this Doc. Amended Articles Number/Section

.-----------'-"Tota=:..:..:l Amc.;,;:,:;ou.nt of Borrowings .....---------,

I Total No. of Stockholders Domestic Foreign

···································~······················· .. ····· ............................................................... -............................................................................................................................... ,................................... . ......................... .

To be accomplished by SEC Personnel concerned

I I I I I I I I I I I Rte Number

I I I I I I I I I I I Document 1.0.

- ·-·-·---·-·-·-·-·- ·-·-·-

STAMPS

1

I

! I 1·-·-·-·-·-·-·-·-·-·-·-·-·_;

Remarks = pis. Use black ink for scanning purposes

LCU

Cashier

Page 4: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

FORM 23-B

Check box W no larger subject to filing requirement

. Name eno 1\ooress or ep""'rg .-...on

Sumitomo Metal Mining Philippine Holdings Corporation

\'-""lJ (~I<WlJ (MIOU18J

24th Floor Pacific Star Bldg., Sen. G. Puyat cor. Makati Ave.

\0.--J

Makati City, Metro Manila 1200

(l.irty) (t'IDVJlCO) (t'OSl;!l \.iODO)

1. Class at Eq!Oty Security

Common Share

Common Share

Common Share

Common Share

Common Share

Common Share

Common Shara

Common Share

Common Share

Common Share

Common Share

Common Share

Common Shara

Common Share

Common Share

Common Share

Common Share

Common Share

Common Share

Common Share

SECURITIES AND EXCHANGE COMMISSION Metro Manila, Philippines

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES A led pursuant to Section 23 of the SecllriUes Reg<Ntion Code

. ssuer ... ame aoo '"""Ill <>)tlloOI . '"""""nsrop or Keporun~ """"'" 10 ISsuer

Nickel Asia Corporation NIKL (Check all applicable)

""'"""'"""'""n . "'"'"""a"''~' -- Director ~umcer MOmniTe&r -- umcer

007-796-535-000 September 2011 (give Ule below)

• \.i1UZ11n& IP • ""me""m""' uateo

Filipino Original (MonthYear) NIA

Table 1 - Equity Securities Beneficially Owned

2. Treneac1ion 4. Securilies Acquired (A) or Disposed at (D) 3. Amount at SeiUIUes OWned at End o 4 OWnership Fonn: Date Month Ulrec!(U)OrlflCIIrect(l)-

(Moniii/Oay/Year) % Number of Sha""' Amount (A or D rice

24.656% 330,333,776 (D)

1-Sop Php1 ,488,352 (A) Php1S.8447 0.006% 75,000 (D)

2..Sop Php734,!584 (A) Pf1>1e.7489 0.003% 37.200 (D)

lK!ep Php530,680 (A) Php19.6541! 0.002% 27,000 (D)

6-sep Php9,095,988 (A) Php19.4964 0.035'11> 466,500 (D)

7-Sep Php1 ,353,800 (A) Php19.3400 0.005% 70.000 (D)

11-Sep Php869,700 (A) Php1S.3267 0.003% 45,000 (D)

~op Php1 '166,002 (A) Php19.4334 0.004% 60,000 (D)

12..Sep Php1,135,190 {A) Php19.4715 0.004% 58,300 (D)

13-sep Php194,200 (A) Php19.4200 0.001% 10,000 (D)

14-Sep Php678,300 (A) Php19.3800 0.003% 35,000 (D)

15-Sep Php2,591,900 (A) Php19.1993 0.010% 135,000 (D)

111-Sop Php3B3,800 {A) Php19.1900 0.001% 20,000 (D)

1~ep Php2,716,000 (A) Php19.4000 0.010% 140,000 (D)

20-Se~ Php386,740 (A) Php19.3370 0.001% 20,000 (D)

21-Sep Php1 ,224,600 (A) Php19.1344 0.005% 5<:,000 (D)

22-Sep Pf1>2, 101,450 (A) Php18.6796 0.006% 112,500 (D)

23-sep Php10,005,168 (A) Php\7.9047 0.042% 558,800 (D)

211-Sep Php1 0,480,000 (A) Php16.7305 0.047% 626,400 (D)

29-Sep Php7,785,100 (A) Php17.3002 0.034% 450,000 (D)

31)-Sep Php1,627,050 (A) Php18.0964 0.007% 69,900 (D)

Total 24.886% 333,434,376 (D)

-- 10%0Wner _A_ 1..111 1111111

(specify below) 24.886% OWner

6. Nabmt of Indirect Beneftclal own.., hlp

(P~nt orType Responees)

Page 5: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

FORM 23-B

SECURITIES AND EXCHANGE COMMISSION Metro Manila, Philippines

Check box W no longer subject Ill ftllng requirement

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECUR111ES Filed pursuant Ill Sec1ion 23 Of the sec:u"'es RegulaUon Code

If \tMa cfulnge itllilenefk:illl uwnerahlp 18 5tl% of tile pravioua lllwreholdlng• or Is IIQUal ta ft. Df b oubltandlnt capltai.t.ck of the anu.r, pt1Mda 1M d.c'-urel"eCCUlntmentB Ht fortlt on,. .. 3 cAthie hJnn.

Reminder: Report on a separate line tor each clasa Of equity sOCI.IIiijes baneficlally ownod diractly or indlrec1ly. (1) A pen10n ts cDrectty or lndlrec1ly the banalicial owner of any equity seaully with respect1D which he has or shares:

(A) Voting power which Includes the power1D vote, or to direct the votic~ of, such 118C<Jrity; and/or (B) Investment power which includell the power ill dispose of, or Ill dlre::t the dlsposiUon of, such security.

(2) A palliOn will be deemed Ill have an Indirect beneflclallntareot in any aqui;y security which il: (A) held by members ofo p811011'& immediate family sho~ng the same nousehold; (B) held by a partnership In which such pen~on Is a genenll partner. (C) held by a corporation Of which such person Is a controlling shareholder; or (D) lrubject Ill any contract. arrangement or understanding which gives such pe1110n wtlng power or Investment powerwilh 1118pecl to ouch 88C<Jrity.

Page 6: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

FORM 23·8 (continued)

. uenvanve <>ecurrty . .-onvers on or ransecuon Exercise Price Dale of Derivative (Monlh/Dsy/Yr) Security

N/A N/A Nl~

ExplanaUon of Responses:

Noll!: File three (3) copies of this fonn, one ofv.tlich must be manually signed.

Attach additional shee1s if space provided is insufficient

Table II· Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., wamnts, optlona, convertible eecurlll•)

• Numoer or uenvauve "ecurllll!5 . uaUI • 1ue ano .. mount or • Pnce 01 IH· No. or Acquired (A) or Disposed of (D) Exercisable and Underlying Securities Derivative DerivaHve

Expiration Date Security SecuriUes (Monlh!Day/Year) Bene!lcielly

Owned at uaw ~erc~sao1e 1~p1rauon I"""'"" or End of

Amount (A)or(D) Dale nHe Number Month of Shares

N/A N/A NIA N/A N/A N/A N/A N/A

1

lL

,t:;f~ ori ujimura

SUMITOMO METAL MINING ~c:JLDINGS CORPORATION

Sig~'t~~eporting Person

.uwner- IU. l'liiWre

ship Fonn oflndir11cl of Derivative Beneficial Security; Ownership Dlrect(D) or InDirect (I) "

N/A N/A

October 04, 2011

Date

Page 7: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

Item 1.

ltem2.

ltem3.

DISCLOSURE ReQU1REMENTS IN CASE OF MATERIAL CHANGES IN BeN!FICIAL. OWNERSHIP (5D% INCREASE/DeCREASE OR EQUIVAL.ENT TO SO..C. OF THE OUTSTANDING CAPITAL STOCK OF ISSUER)

Security and Issuer State the title of the class of equity securities to which this Form relates and the name and address of the principal executive offices of the issuer of such securities.

Identity and Background If the person filing this Form is a corporation, partnership, syndicate or other group of persons, state its name, the province, country or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).

a. Name;

b. Residence or business address; c. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is

conducted; d. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so,

give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case; e. Whether or not, during the last five years, such ;>arson was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, domestic or

foreign, and as a result of such proceeding was or is subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities, commodities or banking; and

f. Citizenship.

Purpose of Transaction

State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; c. A saie or transfer of a material amount of assets of the issuer or of any of its subsidiaries; d. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any

existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the issuer;

f. Any other material change in the issuer's business or corporate structure; g. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

h. Causing a class of securities of the issuer to be delisted from a securities exchange; i. Any action similar to any of those enumerated abcve.

Item 4. Interest in Securities of the Issuer a. State the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned (identifying those shares which there is a right to

acquire within thirty (30) days from the date of this report) by each person named in Item 2. The abovementioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group.

Page 8: NICKEL ASIA CORP...NICKEL ASIA CORP . 07 October 2011 The PHILIPPINE STOCK EXCHANGE Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attn: JANET A. ENCARNACION

b. For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared.

c. Describe any transaction in the class of securities reported on that were effected during the past sixty {60) days by the persons named in response to paragraph (a). The description shall include, but not necessarily be limited to: {1) the identity of the person who effected the transaction: (2) the date of the transaction: (3) the amount of securities involved; (4) the price per share or unit; and (5) where or how the transaction was effected.

d. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities, a statement to that effect should be included in response to this Item and, if such interest relates to more than five (5%) percent of the class, such person should be identified.

e. If the filing is an amendment reflecting the fact that the reporting person has ceased to be the beneficial owner of more than five {5%) percent of the class of securities, state the date on which such beneficial ownership was reduced.

Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Describe any contract, arrangement, understanding or relationship among the person named in Item 2 and between such persons and any person with respect to any securities of the issue, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the person with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Item 6. Material to be Filed as Exhibits Copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to:

a. the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 3; and

b. the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against losses or the giving or withholding of any proxy as disclosed in Item 5.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Report is true, co This report is signed in the City of Makati, on October 04, 2011.

By: ................. . SUMITOMO METAL MINING PHILIPPINE HO

Takanori Fujimura President