Do insiders either sell to or buy from fellow insiders?


Emeterio Sd. Perez

TKC Metals Corp. has an authorized capital stock of 1 billion common shares with a par value of P1 per share. Of the company’s authorized capital stock, 940 million common shares are issued and outstanding.

A public ownership report (POR) as of Oct. 17, 2017, listed Star Equities Inc. (SEI) as TKC’s majority stockholder, with 667,000,598 TKC common shares, equivalent to 70.958 percent of 940 million TKC outstanding common shares.

Both TKC and SEI belong to the group of companies owned by the Tiu family.

Star Equities also topped the list of TKC’s top 100 stockholders as of Sept. 30, 2017 with 70.9575 percent of TKC’s 940 million outstanding common shares.

Incidentally, businesswoman Janet L. Napoles is TKC’s No. 6 stockholder with 300,000 TKC common shares, or 0.0319 percent.

As of April 16, 2007, Star Equities owned 680 million TKC common shares. Its ownership, according to the latest POR, has since been reduced to 600 million TKC common shares. The disclosure did not explain the reduction.

Trades by insiders

On Dec. 15, 2014, Bright Kindle Resources and Investment Inc. (BKR) bought 600 million common shares in Marcventures Holdings Inc. (MHI) from Philippine Business Bank. – Trust and Investment Center. Its acquisition, made three years ago at P4.50 per BKR common share, was equivalent to 32.536 percent of 1.844 billion outstanding MHI common shares. At Marcventures’ closing price of P1.81 per share on Nov. 21, 2017, Bright Kindle incurred a paper loss of P2.69 per share, or a total of P1.614 billion.

Oscar M. Lopez, chairman emeritus and chief strategic officer of First Philippine Holdings Corp. (FPH), grossed P114.668 million from the sale of 1.849 million FPH common shares at P62 each in three trades. He sold 615,495 FPH common shares in each transaction.

In a “Statement of Changes in beneficial ownership of securities,” Lopez said the sale reduced to 3.082 million FPH common shares his direct ownership of the company’s common shares. He concluded his report by including his indirect ownership of 1.636 million FPH common shares that his wife, Ma. Consuelo, holds for him.

Additional holdings

As the majority stockholder of Shakey’s Pizza Asia Ventures Inc. (Market symbol: pizza), Century Pacific Group Inc. (CPGI) used to own 801.405 million pizza common shares, or 52.334 percent of 1.531 billion outstanding pizza common shares. Its acquisition of 1.687 million pizza common shares increased its holdings to 803.092 million pizza common shares, or 52.444 percent.

An ownership filing showed Century Pacific’s acquisition on Nov. 14, 2017 of 30,700 pizza common shares at P12.78 each; 74,000 shares at P12.80 each; 46,900 shares at P12.82 each; 22,600 shares at P12.84 each; 34,300 at P12.86 each; and 458,300 shares at P12.88 each. It bought 51,100 shares at P12.90 each on Nov. 15, 2017; 5,800 shares at P12.90 each on Nov. 16, 2017; and 963,000 shares at P12.92 each on Nov. 20, 2017.
In a POR as of Oct. 13, 2017, Shakey’s listed two principal stockholders, such as Century Pacific Group with 801.405 million common shares, or 52.334 percent; and Arran Investment Pte. Ltd., with 283.063 million common shares, or 18.485 percent.

Due Diligencer’s take

Trades by insiders are included in Due Diligencer’s pieces for the information of the public investors. Their disclosures are intended to inform, although something is missing from the filings.

That “something” refers to fellow insiders who were either the buyers or the sellers.

As an ownership filing, the “initial statement of beneficial ownership of securities” sometimes shows “0” ownership under “number of shares,” which the filing said represents “0.000000 percent” of outstanding common shares. Whether said ownership is direct or indirect, a listed company reports it as “N/A,” or “not available.”

The public investors would wish the Securities and Exchange Commission to be more assertive in imposing the full disclosure rule. They should be told why a zero ownership is required of listed companies and how “nothing” would affect the transactions on listed stocks.

Ages ago, listed companies would segregate the board nominees. A director either belonged to the majority or to the minority. This system of reporting has long been gone. The SEC’s five-person regulatory body should revive it for the sake of the public investors, who make family-owned businesses listed if not public.

By the way, why not allow the public stockholders to nominate and elect their own representative to the board? Just asking.


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