ARE the market monitoring teams of the Securities and Exchange Commission and the Philippine Stock Exchange, if they ever have one, even read the ownership disclosures of listed companies? If they do, they would perhaps find certain differences between those filed, say by Ayala Corp. (AC), and those posted by Alliance Select Foods International Inc. (ASFII).
Ayala does not hide from the public the names of the principal or significant stockholders, who control the voting stocks. It identified Mermac Inc. and Mitsubishi Corp. as “principal/substantial stockholders,” owning 303.689 million shares or 48.97 percent, and 63.078 million shares or 10.17 percent, respectively.
Alliance Select does the PSE posting differently. Since it will hold its annual stockholders’ meeting on June 28, the following is a collation of data culled from various filings posted on the website of the Philippine Stock Exchange. It is up to the public to judge where the PSE and SEC have been remiss in requiring proper disclosures of material facts and those hidden behind PCD Nominee Corp.
As of March 15, PCD Nominee was ASFII’s biggest stockholder on record. It held 2,006,615,109 shares or 80.23 percent.
In a public ownership report (POR) as of March 31, ASFII had 2,499,712,463 outstanding shares and 287,537 treasury shares for a total of 2.5 billion issued shares. It listed two Singaporean companies as “principal/substantial stockholders” such as Harvest All Investment Limited, with 177,261,165 shares or 7.09 percent; and Victory Fund Limited, 138,474,015 shares or 5.54 percent. Their holdings were effectively diluted by Strong Oak Inc., with 1,382,765,864 shares or 55.32 percent.
The SEC and PSE should have noted ASFII’s POR filing. How on earth did owners of 7.09 percent and 5.54 percent of outstanding shares become principal stockholders?
Since the company did not identify all the owners of the remaining 801,211,419 shares or 32.05 percent in the POR as of March 31, the list of ASFII’s top 100 stockholders should have provided the mystery behind their anonymous identities but did not.
As of March 31, ASFII also credited PCD Nominee in the top 100 stockholders’ list with 2,005,631,360 shares or 80.234483 percent, which was 983,749 shares less than what the company reported as of March 15.
With the dilution of their holdings, the Singaporeans have become outsiders unable to monitor how the company uses their money. They are among the public who are limited to accessing the PSE website for the composition of the company’s seven-person board as follows: Antonio C. Pacis, chairman; George E. Sycip, vice chairman; Raymond K.H. See, Joseph Peter Y. Roxas, Marie Grace T. Vera Cruz, and Dobbin A. Tan, regular directors. Sycip and Erwin M. Elechicon are independent directors.
Too bad, both PSE and SEC do not see anything wrong with ASFII’s reporting compliance. To wake them up, Duediligencer is citing the POR filing of Robinsons Land Corp. which listed JG Summit Holdings Inc. as holder of 2.496 billion shares or 60.97 percent.
If SEC officials and PSE managers are not satisfied with the ownership profiles of Robinsons Land and AC, how about SM Investments Corp.
For their information, SMIC listed five corporate stockholders as “affiliates” owning 50.665 million shares or 6.3 percent. At the same time, its ownership disclosure is more detailed by listing four members of the Sy family as “principal/substantial stockholders” owning either directly or indirectly 65.96 million SMIC shares or 8.21 percent.
As members of the eight-person board, businessman Henry Sy Sr. and three of his children hold 177.257 million shares or 22.08 percent.
Incidentally, in its May 6 filing, ASFII said it “improved its net income by more than 2,000% from $18,000 in the first quarter of 2015 to $519,000 in the first quarter of 2016.” For the public investors’ consumption, ASFII’s had accumulated deficit of $17,371,170 as of Sept. 30, 2015, or P821.239 million, an amount that is expected to go on piling.
Alliance Select disclosed the decision of the board “to convert the advances” to Big Glory Bay Salmon & Seafood Co. Inc. into 125 million shares.
Alliance Select did not disclose the amount of advances to be converted into shares in Bay Salmon. Apparently, it is up to the public to look for the missing numbers.