In a general information sheet (GIS) dated August 7 and submitted to the Securities and Exchange Commission (SEC), Atlas Consolidated Mining and Development Corp. reported authorized capital stock (ACS) of 3 billion common shares with par value of P1 per share.
Of the 3 billion ACS, 2.087 billion Atlas common shares remain outstanding and held by 20,799 stockholders. Of the outstanding common shares, 13,093 Filipinos hold 1.990 billion common shares, or 95 percent, and 7,706 foreigners own 97.146 million common shares, or 5 percent, according to the GIS.
A recomputation based on the same GIS showed Filipino stockholders’ ownership of Atlas’ outstanding common shares represents 95.345 percent of Atlas’ outstanding common shares and foreigners’ minority stake was equivalent to 4.655 percent.
A similar filing, which apparently was lifted from Atlas’ regular postings on the website of the Philippine Stock Exchange (PSE), listed PCD Nominee Corp. as holder of 1.707 billion Atlas common shares, or 81.81 percent, for Filipinos and 72.397 million Atlas common shares, or 3.47 percent, for foreigners. The percentages were rounded from 81.812 percent and 3.469 percent, respectively.
As the majority stockholder, businessman Alfredo C. Ramos indirectly owns Atlas common shares, which are held by corporate stockholders such as Anglo Philippine Holdings Corp. with 121 million Atlas common shares, or 5.80 percent, and Alakor Corp. with 110 million Atlas common shares, or 5.27 percent.
On the other hand, foreigners who own Atlas common shares include The Bank of Nova Scotia, with 4.425 million Atlas common shares, or 0.21 percent; Bank of Nova Scotia also holds a separate block of 2.950 million Atlas common shares, or 0.14 percent; Merrill Lynch, Pierre Fenner & Smith, “safekeeping” 2.138 million Atlas common shares, or 0.10 percent.
A public ownership report (POR) listed Ramos not as the majority stockholder of Atlas but as one of two significant stockholders.
In the same POR as of July 7, Ramos was reported as a direct stockholder with 453.946 million Atlas common shares and as an indirect stockholder with 17,292 Atlas common shares. His total holdings of 453.963 million common shares were equivalent to 21.75 percent.
SM Investments Corp. was Atlas’ other principal stockholder, according to the company’s POR. It directly owned 602.786 million Atlas common shares and 9.406 million Atlas common shares. Its total holdings of 612.191 million common shares, or 29.33 percent, topped Ramos’ 21.75-percent ownership
Given Ramos’ and SM Investments’ and Atlas insiders’ holdings combined, equivalent to 57.72 percent, the public stockholders were still significant stockholders with 882.334 million Atlas common shares, or 42.28 percent.
Atlas insiders, led by Ramos, are the members of the board who were credited with 138.544 million Atlas common shares, or 6.64 percent. Of their holdings, 42.552 million common shares were described as directly owned and 95.991 million common shares as indirectly owned.
As of the July 7 POR filing, only businessman Isidro A. Consunji was listed as Atlas indirect stockholder. He owned one nominal Atlas common share.
Due Diligencer’s take
Like other listed companies, Atlas has three lists of stockholders. These are the GIS, the top 100 stockholders and the POR.
The number of shares listed in these ownership profiles may differ from one another.
Who cares? Of course, the public investors care and should worry that something could be hidden behind certain entries in any of the three listings.
Would the public investors not be surprised that SM Investments was listed as one of two principal stockholders, while in a similar POR filing, SM Prime Holdings Inc. also showed SM Investments as the lone principal stockholder with 14.353 billion SMPH shares, or 49.7 percent?
In Atlas, SM Investments, which is the listed flagship of the group of companies owned by businessman Henry Sy Sr. and his family, is also a “principal/significant stockholder.”
The big difference between Atlas’s POR and that of SM Prime Holdings is in the chairmanship. While Ramos is chairman of the board of Atlas, Sy the patriarch is the chairman emeritus of SM Prime, while his junior is the chairman.
By the way, Ramos and Sy Sr. are not among the five highest paid executives of Atlas and SM Investments, respectively. Is this good news for the two companies’ public stockholders? Just asking.