Another 50-year SEC charter for PNCC

Emeterio Sd. Perez

Emeterio Sd. Perez

For the first time in many years, the Philippine National Construction Corp. (PNCC) finally held its annual stockholders’ meeting on September 19. Among the agenda items ratified by stockholders was the amendment of PNCC’s articles of incorporation to extend the company’s corporate life by another 50 years from November 22. The amendment was approved by the board on June 22.

The stockholders, however, failed to elect the members of PNCC’s 11-person board. In a filing, the government-controlled construction firm announced “that the election of directors is deferred to a later date to be set by the board after the list of new nominees from the Office of the President shall have been received by PNCC.”

PNCC, which did not hold an annual stockholders’ meeting during the Aquino presidency, used to be under the Department of Trade and Industry. President Benigno Aquino 3rd transferred it to his jurisdiction through Executive Order No. 141 that he signed on October 14, 2013.

Duterte appointee

While the remaining 10 members of PNCC’s 11-person board are in holdover capacity, Malacañang has appointed a new director to replace an appointee of the Palace’s previous temporary occupant.

In a PSE posting, PNCC said Jephonie Agustin replaced Tomas Falgui 3rd based on a “letter from the Office of the President signed by Executive Secretary Salvador C. Medialdea dated 08 November 2016.”

Agustin’s appointment took effect on the date of the resignation of Falgui on November 14.

Lawyer Elpidio Jamora, who was appointed PNCC chairman in 2013, earlier resigned from the board following the election of President Rodrigo Roa Duterte. He was appointed to the PNCC board in 2013.

PNCC stockholders

A general information sheet filed with the Securities and Exchange Commission (SEC) listed the government-owned Asset Privatization Trust (APT) as holder of 46.985 million preferred shares and 79.271 million common shares, or 56.67 percent; the Government Service Insurance System (GSIS), 47.49 million common shares or 21.31 percent; Universal Holdings Corp., 24.781 million common shares or 6.89 percent; and Marubeni Corp., 3.689 million preferred shares or 1.65 percent.

Cuenca Investment Corp. owns 2.088 million PNCC common shares or 0.52 percent, while PCD Nominee Corp. holds 12.563 million common shares or 5.63 percent for their beneficial owners.

In a public ownership report as of September 30, PNCC had a different computation of the holdings of its stockholders. Its list showed GSIS with 47.49 million shares or 27.22 percent; APT, 79.271 million shares or 45.44 percent; and Universal Holdings, 24.781 million shares or 14.2 percent. The company’s computation was based only on 174.445 million outstanding common shares.

Paging SBS

In fairness to SBS Philippines Corp., I will wait for the company to respond to the email which a reader of The Manila Times I named Depressed Investor, or DI for short, had sent to Due Diligencer, before I make my own report on the company’s financials based on filings posted on the website of the Philippine Stock Exchange (PSE).

In his email, DI raised serious issues that only SBS can satisfactorily explain not only for the sake of the email sender but also for public investors who own SBS common shares. Being listed, the company is responsible for its press statements that tend to influence the trading on its listed shares.

It is up to regulatory authorities such as the monitoring teams of the PSE and SEC to take the initiative to require SBS management to explain the use of more than P1 billion in proceeds from the sale of its real estate properties.

Did the Sytengcos use the money to pay the company’s loan? Financial filings showed the reduction of SBS’ loan to P25 million from more than P1 billion.

In available filings, SBS reported loans payable of P261.5 million as of December 31, 2014, which increased 77.82 percent to P485 million by June 30, 2015. Did the company’s financials dramatically improve because of, or despite, the public?


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