Italpinas’ Leviste has ‘delicadeza’



LAWYER Jose Dayrit Leviste 3rd directly owns 7.8 million shares, or 4.76 percent, in Italpinas Development Corp. (IDC). In addition, he holds 81.5 million IDC shares, or 49.7 percent, under a voting trust agreement with his father, giving him a voting power over a total of 89.3 million IDC shares, or 54.4 percent.

As an independent director of Alphaland Corp., which businessman Roberto V. Ongpin owns, Jose P. Leviste Jr. was among the members of the company’s board and officers who were ordered fined P1 million and disqualified from being nominated and elected director of officer of any reporting corporation.

Italpinas said in a filing that Leviste Jr. “did not have any role in the management of Alphaland” but was nevertheless included by the Securities and Exchange Commission as “co-respondent for being a former independent director of Alphaland.”

On Aug. 24, 2015, the older Leviste and his co-respondents, according to IDC, “have filed a motion for reconsideration of said SEC order.”

Because he has delicadeza, “…Leviste, who is the beneficial owner of Italpinas, does not intend to be a director of the Company until the case has been resolved in his favor in the future,” Italpinas said in its posting.

Delicadeza? Does anyone among Malacanan’s temporary occupants led by their casual chief, cherish it for a virtue?

P6-B buyback
VISTA Land & Lifescapes Inc. has 12.507 billion outstanding shares. It also reported outstanding debt of P64.7 billion. This means that a stockholder owes the company’s creditors P5.17 for every share he owns.

Vista Land has been buying back its own shares in the open market because it has so much retained earnings that as of end-2015, totaled P30.484 billion.

With such huge accumulated profits, Vista Land is able to buy back its own shares. In 2015, it spent P6.298 billion in reacquiring listed Vista Land shares in excess of 10 percent of outstanding capital stock that the public should own under existing rule imposed on listed companies by the SEC.

If Vista Land can spend more than P6 billion to dilute public ownership, perhaps, it can also afford to reduce its debts, or declare a special cash dividend, or even stock dividend.

Annual meeting
As of March 14, Trans-Asia Petroleum Corp. (TAPET) had 250 million outstanding common shares of which 246.083 million shares, or 98.433 percent, are lodged with PCD Nominee Corp.

As of Dec. 31, 2015, it reported deficit of P43.257 million.

A public ownership report (POR) identified two principal or substantial stockholders as holders of 190.305 million TAPET shares, or 76.12 percent. Trans-Asia Oil and Energy Development Corp. owns 126.834 million shares, or 50.74 percent, while Philippine Investment Management Inc., (Phinma) holds 30.985 million shares, or 12.39 percent, and 32.481 million shares, or 12.99 percent.

The same POR credited the public with 54.501 million TAPET shares, or 21.80 percent, while 5.194 million shares, or 2.08 percent, are held by Trans-Asia Petroleum affiliated and company insiders. With this ownership, they should have been entitled to at least two board seats.

Again, the appointment of independent directors is preventing the public from electing one of their own nominees to the board of Trans-Asia Petroleum.

The nominees
The ownership profile of Trans-Asia Petroleum is reported here for the information of the public stockholders who may be attending the company’s annual meeting on April 12. Together with the majority and significant stockholders, they will elect the members of the company’s 11-man board.

All nominees are up for reelection. Ramon R. Del Rosario, chairman of the board, is one of eight regular directors. The others are Oscar J. Hilado, Magdaleno B. Albarracin, Jr., Francisco L. Viray, Victor J. Del Rosario, Roberto M. Laviña, Pythagoras L. Brion Jr., and Raymundo A. Reyes Jr. Edward S. Go, Raphael Perpetuo M. Lotilla, and Romeo L. Bernardo are nominees for reelection as independent directors.

Del Rosario is chairman of the 11-man board of Trans-Asia while three directors are among the management officers, namely, Viray, president and chief executive officer; Brion, executive vice president and chief financial officer; and Reyes, EVP and chief operating officer.

As insiders, Viray, Reyes and Brion, along with Benjamin S. Austria, senior adviser, and Juan J. Diaz, corporate secretary, are among the five well-paid executives of Trans-Asia Petroleum, As a group, they received salary of P2.145 million in 2014; P2.242 million in 2015. In addition, they got a bonus of P350,000 and P714,000 in the last two years. This year, Trans-Asia Petroleum estimated their salary at P2.355 million and their bonus at P552,000.


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