THE beneficial owners of shares in 300 or so listed companies that are lodged with PCD Nominee Corp. will never be known. They are shrouded in mystery and will remain so unless the Securities and Exchange Commission (SEC) requires the full disclosure of their true identities in accordance with the policy of full disclosure.
Will the Philippine Stock Exchange (PSE) be willing to tell on the PCD-hidden beneficial stockholders?
The mystery about the PCD Nominee acting only as record stockholders of listed shares could even deepen should the public investors compare the PCD’s holdings with the numbers reported in companies’ public ownership reports (POR). In some cases, you’d wonder: How could public investors end up being the majority stockholders of a listed company when their holdings do not at all translate to a proportionate number of seats on the board of directors?
For example, PLDT Inc., formerly known as Philippine Long Distance Telephone Co. but which has been shortened to its acronym to now serve as its corporate name, attributed to its public stockholders 116.256 million common shares. These shares represent 53.81 percent of PLDT’s 216.056 million outstanding common shares.
With their majority ownership as portrayed in POR, the public stockholders of PLDT should have been entitled to elect seven directors to the 13-person board. They have been denied that right. Apparently, favoring them with “majority holdings” was enough recognition for enabling PLDT to get its common shares listed on the PSE.
For the information of the public investors-turned PLDT stockholders, Chairman Manuel V. Pangilinan is only one of the nominees of First Pacific Co. Ltd. to the board. The others are Ray C. Espinosa, Albert F. del Rosario, Marife B. Zamora and Ma. Lourdes C. Rausa-Chan. Amado D. represents the Social Security System; Helen Y. Dee, Yuchengco’s Malayan group; James L. Go, JG Summit Holdings; and Atsushisa Shirai and Hideaki Ozaki, the NTT Group.
In addition to its nominees, First Pacific also appoints three independent directors to PLDT’s board. For 2017, they are Bernido H. Liu, Artemio V. Panganiban and Pedro E. Roxas.
Over the limit
The list of PLDT’s top 100 stockholders showed foreigners may have already exceeded the 40-percent legal limit to their holdings. As of Dec. 31, 2016, they held 103.367 million common shares, or 48.21 percent of 214.408 million outstanding common shares.
When computed, Filipinos ended up owning 111.041 million PLDT common shares, or 51.79 percent.
Of PLDT’s common shares held by foreigners, 31.111 million shares are lodged with the PCD.
The general information sheet (GIS) that PLDT submitted to the SEC depicted a different ownership story. It credited 1,497 foreigners with 110.478 million common shares, or 51.134 percent, against 10,313 Filipinos holding 105.577 million common shares, or 48.866 percent.
These percentages of ownership alone showed foreigners being in control of PLDT, and Filipinos relegated to minority holdings equivalent to 48.866 percent.
The public investors may find it difficult to interpret the contents of PLDT’s filing with the SEC. They would not find in PLDT’s computations how it arrived at Filipinos owning 105.577 million common shares, equivalent to a 15.85 percent stake.
By computing to arrive at an unknown, which is the principal number, Due Diligencer arrived at 666.101 million shares, which would presumably be PLDT’s outstanding capital stock. As the company reported, however, its outstanding capital stock consisted of 216.056 million common shares, 150 million voting preferred shares and 300 million non-voting preferred shares, for a total of 666.057 million shares.
Note the slight discrepancy of 44,000 shares between Due Diligencer’s computation and the numbers contained in PLDT’s own GIS. Even the Filipino-owned 555.579 million shares were equal to 83.42 percent of outstanding capital stock of 666.082 million shares. Again, note the discrepancy.
Perhaps, PLDT should be more transparent in its postings. Instead of making the public investors do their own arithmetic, it should tell them the basis for arriving at certain percentages. Example: Why not make the disclosure easily understandable by showing them that 15.85 percent of X (the unknown) equals 105.577 million common shares?