HOW public are listed companies? Some listed companies claim to be more public than others when they are not. One of them, Boulevard Holdings Inc. (BHI), is the subject of this piece in the context of becoming a public company.
Boulevard Holdings has 12 billion outstanding shares. A public ownership report shows the public owns 7.184 billion shares, or 59.86 percent, a huge percentage that should qualify BHI as more public than others.
If BHI is as public as it claims to be, then it should have more outsiders as members of its board. Today, its board has only eight directors who own 40.11 percent of the company’s outstanding shares.
Also in this Duediligencer is another company that carries BHI as its corporate name but is not the same as Boulevard Holdings. To avoid the confusion, here are the ownership profiles of the two companies.
Businessman Jose Marcel E. Panlilio is the majority stockholder of Boulevard Holdings. He holds 4.812 billion shares, or a 40.1 percent stake, of which he directly owns only 3.502 million.
Who then holds for Panlilio 4.808 billion BHI shares? You may do a search:
Option 1: Go to the list of BHI’s top 100 stockholders. As of March 31, PCD Nominee Corp. held 9.383 billion BHI shares, or 78.192 percent. The ownership disclosure may be disappointing to the public because PCD Nominee is only a holder of records of listed shares traded on the Philippine Stock Exchange.
Option 2: Below the top 100 list that shows PCD as holder of 9.383 billion BHI shares is another list that should identify the beneficial stockholders. But it does not. Instead, trading participants are named as holders of BHI shares for their clients.
Two separate disclosures, which BHI posted on the website of the Philippine Stock Exchange, may confuse the public on certain dates the company furnished both the SEC and the PSE.
As of March 21, the list of BHI’s top 100 stockholders showed JP Guilds as owner of 2.168 billion shares, or 18.069 percent. Of its total holdings, it has fully paid 1.032 billion shares and only partially paid 1.136 billion shares.
In another filing, BHI said “as of Feb. 29, 2016,” JP Guilds held for Panlilio 4.808 billion shares, or 40.0705 percent. The public may be confused by the two dates but cannot do anything about the discrepancy because these are what can qualify as minimum regulatory filings in compliance with the market rules.
In a footnote to the ownership filing, BHI said, “Atty. Lorenzo R. Tanada 3rd was given the power to vote or dispose of the shares or direct the voting or disposition of the shares held by JP Guilds Inc.”
In fairness to Panlilio, BHI is not the only listed company that adopts the kind of ownership posting that it has been feeding the public. If he goes by the rule, so do the majority owners of other listed companies.
Listed companies report events that are disclosable but are not obliged to emphasize details in their filings. If PCD Nominee appears to be the majority stockholder of certain listed companies, the public should have been used to encounter such kind of ownership posting.
Lest the public take one for the other, here is the ownership profile of another listed company that is also named BHI.
BHI Holdings Inc., like Boulevard Holdings Inc., is also a listed company but not necessarily public. It has 499,987 outstanding shares divided into 349,987 Class A shares and 150,000 Class B shares.
A little bit of backgrounder: A number of listed companies used to divide their capital stock into A for Filipinos and B shares for both Filipinos and foreigners. Traditionally, B shares make up 40 percent of outstanding shares, which is the limit to foreign ownership in companies that are engaged in partially nationalized industries.
As a listed company, BHInc. uses BH for a market symbol. Its 150,000 B shares represent a little over 30 percent of outstanding shares. Computed on par value of P100 per share, its outstanding shares have a total value of P49,998,700.
BHInc. carries in its corporate identity the acronym BHI, which stands for Bulk Handlers Inc., its majority stockholder, which owns 449,424 shares, or 89.89 percent.
The PSE website shows BH had hit a 52-week high of P669.50, which gave it a market capitalization of P334.741 million, and a 52-week low of P303.
Last traded on Oct. 5, 2015, BHInc. traded only 10 shares for P669.50 each. The stock’s high gave Bulk Handlers Inc. a paper wealth of P300.889 million.
BHInc. remains open for trading but has not been traded since October last year.
As an investment company, BHInc. has yet to make any significant placement but “continues to assess possible investment opportunities.” As of Oct. 31, 2015, it reported retained earnings of P39.818 million. It derived interest earnings from bank deposits.