ADMINISTRATIVE ORDER NO. 63 -
DIRECTING THE TRANSFER OF CERTAIN ASSETS AND LIABILITIES OF THE
NATIONAL DEVELOPMENT COMPANY IN FIRST CENTENNIAL CLARK CORPORATION TO
CLARK DEVELOPMENT CORPORATION
WHEREAS, the National Development Company
(NDC) was created by Commonwealth Act No. 182 to serve as an agency of
the government in the furtherance of its economic policies;
WHEREAS, NDC, as the government's corporate vehicle, was thereafter
restructured and revitalized under Presidential Decree No. 1648, as
amended, to give necessary impetus to national economic
development;
WHEREAS, NDC is presently one of the line corporate agencies attached
to the Department of Trade and Industry (DTI);
WHEREAS, NDC's mandate is and has been to invest in pioneering
development-oriented projects where the private sector is either
unwilling or unable to venture into owning due to the high risks and/or
the huge capital requirements involved, but which projects are
nonetheless necessary for the nation's economic growth;
WHEREAS, in view of its mandate, the Government directed NDC to invest
in, extend loans to and form a new corporation (NEWCO) together with
Asian Construction Development Corporation (Asiakonstrukt) in order to
finance and complete the PHILIPPINE CENTENNIAL EXPOSITION 1998 (the
Project);
WHEREAS, pursuant to such directive, NEWCO was incorporated on 08
September 1997 under the name First Centennial Clark Corporation (FCCC);
WHEREAS, in compliance with the above-mentioned directive, NDC entered
into a Loan Agreement dated 10 February 1998 (the Loan) with a
consortium of government financial institutions (GFIs) composed of
Social Security System, Development Bank of the Philippines, Land Bank
of the Philippines and Government Service Insurance System, which Loan
was secured by a guaranty issued by the Republic of the Philippines as
well as a Deed of Assignment covering revenues from the Project, in
order to finance part of its investment in the equity of and sub-loan
to FCCC;
WHEREAS, on the same day, a Sub-Loan Agreement (Sub-Loan) was entered
into between FCCC and NDC as a consequence of which FCCC executed in
NDC's favor Promissory Notes and Deeds of Assignment covering tracts of
land in the Clark Special Economic Zone (CSEZ), revenues from the
Project, Non-Project revenues and Project properties;
WHEREAS, NDC, being FCCC's creditor and majority stockholder, owning
sixty percent (60%) of its outstanding capital stock, has both equity
investment and receivables in the company in the total amount of PESOS:
TWO BILLION FORTY-EIGHT MILLION EIGHT HUNDRED TWENTY-TWO THOUSAND NINE
HUNDRED FIFTY-SEVEN AND 50/100 (2,048,822,957.50) as of 31 December
2001; ACTaDH
WHEREAS, as a result of its investment in FCCC, NDC has incurred
liabilities in the amount of PESOS: ONE BILLION SEVENTY-ONE MILLION
NINE HUNDRED FIFTY-TWO THOUSAND ONE HUNDRED FIFTY-SEVEN AND 33/100
(P1,071,952,157.33) as of 31 December 2001;
WHEREAS, in order to maximize FCCC's business potentials and
productivity and as one of the measures for the financial
rehabilitation and restructuring of NDC, all its rights and interest
over FCCC shall be transferred to Clark Development Corporation (CDC);
NOW, THEREFORE, I, GLORIA MACAPAGAL ARROYO, President of the Republic
of the Philippines, by virtue of the powers vested in me by law, do
hereby order the immediate transfer toC of all of NDC's rights and
interest in FCCC, including assets and receivables, consisting of the
following:
1.
The immediate transfer toC of all of NDC's rights and interest in FCCC
including those assets with a value of PESOS: TWO BILLION FORTY-EIGHT
MILLION EIGHT HUNDRED TWENTY-TWO THOUSAND NINE HUNDRED FIFTY-SEVEN AND
50/100 (P2,048,822,957.50) as 31 December 2001 consisting of equity,
loans receivable, dividend receivable and interest and other
receivables;
2. The
assumption byC of those liabilities of NDC in the amount of PESOS: ONE
BILLION SEVENTY-ONE MILLION NINE HUNDRED FIFTY-TWO THOUSAND ONE HUNDRED
FIFTY-SEVEN AND 33/100 (P1,071,952,157.33) as of 31 December 2001
arising from the Loan as a result of its investment in FCCC;
3. The value
of the assets and the amount of liabilities stated in the immediately
preceding sections shall be further revised/recomputed to reflect their
value/amount as of the date of effectivity hereof;
4. The
execution by NDC, after appropriate notice to FCCC, of Deeds of
Assignment covering the leasehold rights in the CSEZ, Project revenues
and Non-Project revenues in favor of C,C, in turn, shall execute Deeds
of Assignment covering the same in favor of the GFIs. These Deeds of
Assignment shall supersede those previously executed by NDC in favor of
the GFIs;
5. Considering
that the value of NDC's assets to be transferred exceeds the total
liabilities to be assumed byC,C is hereby directed to provide
additional compensation to NDC in order to approximate such difference
between the value of the assets to be transferred and the liabilities
that shall be assumed by C; and
6. All rights
and obligations of NDC under the Loan shall be transferred toC and the
Office of the President, through the Department of Finance, shall issue
the corresponding Letter of Guaranty as security for the Loan and
continue to extend the same guaranty to any restructuring agreed upon
or to be concluded with the GFIs.
The Secretary of the Department of Trade and Industry is hereby
directed and authorized to enter into, conclude, sign, execute and
deliver, for and in behalf of NDC, such agreements, documents,
instruments and deeds and other documents as may be necessary to
implement the transfer of NDC's assets in FCCC and the assumption byC
of the obligations contemplated herein.
All administrative issuances or part thereof which are inconsistent
hereto, are hereby repealed or modified accordingly.
This Administrative order shall take effect immediately.
Done in the City of Manila,
Philippines, this 17th day of February, in the year of Our Lord, Two
Thousand Three.
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