DON’T expect lawyer Teresita Herbosa, the chairperson of the Securities and Exchange Commission (SEC), to scrutinize the ownership profile of Central Azucarera de Tarlac Inc. (CAT) to find out if a certain Manuel L. Dimaculangan is the true owner of 301,792 shares which he bought from President Benigno Aquino 3rd on March 18, 2011.
After all, to paraphrase an old saying, why should one bite the hand that feeds him or her? To Herbosa and other SEC officials, it was enough that CAT reported the divestment by President Aquino of his CAT shares. No more questions, please.
Due Diligencer is making it clear that it is not accusing anyone involved in effecting the Aquino-Dimaculangan deal of engaging in a fictitious sale. It is only questioning the company’s incomplete disclosure of the transaction. To correct the omissions in CAT’s filing, the sugar central, which is controlled by the Cojuangcos, should amend its filing to include the more important information, which was the price per share in the Aquino-Dimanculangan trade.
As for Herbosa and the SEC’s four other commissioners, they may want to review their files to see anything wrong among CAT’s filings. And should they rule in favor of the company, they may be interested in studying their contents if these are accurate, relevant and timely.
Finally, here is the puzzle for both the SEC and the Philippine Stock Exchange. Why is Dimaculangan not listed as a direct stockholder of Central Azucarera de Tarlac? As buyer of 301,792 CAT shares, he deserves to be where the President was in the top 100 stockholders’ list? If President Aquino was at No. 15, then he should occupy the same spot.
The omission shows that Dimaculangan is not being recognized as a direct stockholder by the Cojuangcos. If you go by the transaction as reported in a filing, you will have only one conclusion: the buyer ended up owning 301,792 CAT shares. But the irony here is this: instead of crediting the acquired shares to him, the ownership report credited them under Deutsche Regis Partners Inc., as one of the trading participants using the facilities of PCD Nominee Corp. If this made Deutsche Regis only a record stockholder, then who is and should be the beneficial stockholder? Should it not be the buyer?
The way the Aquino-Dimaculangan CAT trade continues to be reported in regulatory filings puts in doubt the sale. Despite this, as the sale appeared to have really been consummated, and Dimaculangan should be listed as the direct and beneficial owner of 301,792 CAT shares, for which he deserves recognition by the company. After all, he must have spent P6.15 million for his acquisition in 2011 computed at P20.36 per share.
Was his acquisition a good “buy”? Sorry to say it was not. From the time Dimaculangan bought the CAT shares from President Aquino, the stock’s price has been falling. He should have sold to cut loss in 2012. With his failure to unload, he must be wondering how on earth he would able to recoup his losses.
Dimaculangan got stuck with his holdings for about three years now, and he has reason to worry about his “disappearing millions.” CAT has already dropped to a 30-day low of P12 per share, which would give his CAT shares a market value of P3.62 million. If he is a very, very wealthy man, then a paper loss of P2.53 million—P6.15 million minus P3.62 million—would mean nothing to him. After all, he should feel honored to be No. 15 in CAT’s list of top 100 stockholders. President Aquino has long been there for a long time until he sold out to Dimaculangan.