Lukban: From SEC to DFNN to ‘freelancer’

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Emeterio Sd. Perez

DFNN Inc. is an IT company, which describes itself as a “solutions provider and systems integrator.” The two letters stand for information technology, which encompasses the company’s various services “to help integrate technology processes and people while they focus on their core business and suppliers.”

For the public who are engaged in buying and selling DFNN common shares, which are listed on the Philippine Stock Exchange (PSE), they have the PSE website to rely on for more information about the company. Just surf edge.pse.com.ph for information on the stock.

Incorporated as Diversified Financial Network Inc., its corporate name has been shortened to DFNN Inc. The new identity is, of course, much easier to remember.

Prior to its capital expansion to one billion shares, DFNN used to have authorized capital stock consisting of 400 million common shares and 100 million preferred shares. Both stocks carry a par value of P1 per share.


Preferred shares

In a filing, DFNN said it maintained 100 million preferred shares in its new capital stock. As in the previous capital composition, the company’s preferred shares remain “non-voting, non-participating, not convertible into common shares, entitled to a coupon rate not exceeding 12% per annum (as may finally be set by the board of directors), redeemable at the option of the corporation and shall have such other rights, preferences, restrictions, and qualifications as may be fixed by the board of directors at their issuance and authority to issue options, warrants and other forms of securities.”

In a posting on the PSE website on Oct. 6, DFNN said its outstanding common shares increased to 324,620,008 when Joseph Y. Chua, a member of the company’s 11-person board, acquired 150,000 DFNN common shares at P3.50, by availing himself of the company’s stock option.

The acquisition placed Roxas ahead by P4.50 on DFNN’s closing price of P8 on Oct. 9.

When Roxas bought 150,000 DFNN common shares on Sept. 28, the stock opened at P7.30, which was also its high, fell to a low of P6.77 and closed the session at P7.

Briefly

Lawyer Cenon Antonio Gerard M. Lukban was appointed by board of DFNN as compliance officer and assistant corporate secretary on August 18, the same day Maria Patricia de las Cagigas resigned as compliance officer.
In a filing, DFNN said “the decision was made during the board meeting held on Aug. 18, 2017.” It also said Cagigas was being replaced by a lawyer.

The public could only note the date of the board meeting, the resignation of Cagigas, and the appointment of Lukban fell on the same day, which was Aug. 18.
What a coincidence!

The disclosure was signed by Cagigas herself as DFNN’s compliance officer.

Incidentally, Lukban, did not last long as DFNN assistant corporate secretary and compliance officer. He resigned after one month and six days. Under “reason for resignation/cessation,” he simply wrote “leaving the company” in the filing he himself filed on October 6, the day when his resignation took effect.

Which company?

Is Lukban still DFNN’s compliance officer and assistant corporate secretary? His name still appears on PSE website together with that of Elmer B. Serrano, who is the corporate secretary.

In announcing his resignation, DFNN said Lukban “….has agreed to take a new position in another company. In this regard, Atty. Lukban will cease to serve as assistant corporate secretary and compliance officer of DFNN effective Oct. 6.

“His replacement will be appointed at the next board meeting of DFNN. The company extends its appreciation to Atty. Cenon Antonio Gerard M Lukban [and]thanks him for his services while with the company.”

Of course, it is not the responsibility of DFNN to disclose the name of the company that hired Lukban. Rather, it is the new employer’s task to make the proper disclosure if, like DFNN, it is also listed.

When “googled” for more information, the Institute of Corporate Directors described Lukban as “graduate member.” Under “education,” ICD’s profile of him showed a long list that included master in business administration, Ateneo de Manila; and juris doctor, Ateneo de Manila School of Law. He was on the Dean’s Honors list in 1995.

As a legal consultant since May 2015 up to now, Lukban brought with him his experience as a former secretary of the five-person regulatory body of the Securities and Exchange Commission. He must be good. Isn’t he? Just asking.

esdperez@gmail.com

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