DUE DILIGENCER

A corporate name taken from ‘Jolly’

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Emeterio Sd. Perez

JOLLIVILLE Holdings Corp. (JOH) reported in a general information sheet (GIS) that as of June 2016, it had 33 Filipino stockholders and one foreigner who owned 280.224 million shares and 1.276 million shares, respectively.

It also said its total 34 stockholders owned 281.5 million shares, which represent the company’s outstanding shares out of 1 billion in authorized capital stock.

The lone foreigner who owns 1.276 million JOH shares, or 0.45 percent, was not identified. His/her Jolliville shares were held by PCD Nominee as record stockholder.

Due Diligencer checked the data against Jolliville’s public ownership report (POR) which listed Elgeete Holdings Inc. as principal stockholder, with 125.784 million JOH shares or 44.68 percent of the total. Four of Jolliville’s associates held 50.016 million JOH shares, or 17.76 percent.


A POR shows the number of shares that public investors own. In the case of Jolliville, it credited the public with
96.392 million JOH shares, or 34.24 percent. That proportion should make Jolliville more public than others.

Ironically, while the holdings of Jolliville’s public stockholders could be considered significant, these did not, and still do not, translate to membership in the company’s seven-person board. Instead, their seats were allotted to two independent directors, namely Dexter E. Quintana and Sergio Ortiz-Luis.

By the way, as a listed company, Jolliville, which owns a number of gentlemen’s clubs, was registered on Sept. 3, 1986 with the Securities and Exchange Commission. It could not have obtained SEC approval had it simply copied the name of Jollibee Foods Corp., the homegrown fast food chain.

Computations

To show why public investors have failed to elect a director or two to the board of Jolliville, Due Diligencer did some computations.

It could not be true, as Jolliville showed in its POR, that its public stockholders owned 34.24 percent of the company’s 281.5 million outstanding shares. The data in the company’s GIS showed only 33 stockholders as owners of 280.224 million JOH shares, which represent 99.5 percent of outstanding shares.

Subtract 175.799 million JOH shares, the number of shares held by the majority owners and affiliates listed in Jolliville’s POR, from 280.224 million JOH shares held by 33 stockholders in the GIS and you get 104.424 million shares, or 37.096 percent.

Deduct again 50.016 million JOH shares held by the majority owner’s associates from 104.424 million JOH shares, and the difference of 54.408 million JOH shares, or 19.328 percent, belong to other bigger shareholders including the owners’ allies.

Due Diligencer is not attributing to the public the ownership of 104.424 million JOH shares, or 37.096 percent, which would too big to be believed. Rather, these were held – and still are held – by affiliated stockholders as shown in Jolliville’s list of top 100 stockholders.

The public will surely be puzzled by the confusing presentation of the ownership of stockholders in Jolliville’s top 100 list, its GIS and POR.

Due Diligencer’s take

Jolliville is not the only listed company that shows in its POR that it has more stockholders among public investors. Some companies do similar presentations in their PORs and even portray themselves as public companies.

If listed companies are also public as they claim to be, the public should become THE active stockholders, and not remain passive as they have long been perceived to be. It is a pity that only a few stand up to the majority stockholders, who are mostly the families who own the business.

The public investors should know by now that without them, business owners could not have succeeded in listing their companies’ shares. They should be reminded that the majority stockholders and owners take their companies public not necessarily to share their businesses with them but to save on taxes.

It is about time the public clamored for representation in the boards of listed companies. After all, they enabled the very rich to pay only minimal taxes on their holdings based on the market value of their holdings.

Incidentally, while going over Jolliville’s filings, Due Diligencer found the name “Jolly L. Ting,” who is chairman of the board and chief executive officer. The corporate identity could have been a play of words on one of the owner’s names. Isn’t it? Just asking.

esdperez@gmail.com

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