No Omico board seat for public despite 85.86% control

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Emeterio Sd. Perez

Emeterio Sd. Perez

IF as public stockholders you want a company that hides the identities of its stockholders behind PCD Nominee Corp., you don’t have to look farther than the roster of companies listed on the Philippine Stock Exchange. You only have to search among the 300 or so listed stocks to find one that meets your criteria. Who knows, you may end up choosing Omico Corp., which has two wholly owned subsidiaries — Omico Kapital Corp. and Omico Mining Inc.

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You study Omico’s ownership structure by reading its public ownership report that makes the company “most public”. The company’s public ownership reports (POR) attributes to the public the ownership of 902.017 million Omico common shares, or 85.8686 percent of 1.05 billion outstanding common shares.

Co An, on the other hand, who is identified in the same POR as principal stockholder, owns only 110.605 million Omico common shares, or 10.52918 percent. Individual insiders hold 37.84 million common shares.

Of the individual insiders’ holdings in Omico, 1.012 million shares and 36.828 million common shares belong to five members of the board and four company’s executives, respectively.

Top 100

How true is this ownership profile which makes Omico a subsidiary of the public? It is up to the Securities and Exchange Commission to provide the answer because the company has no majority stockholder. Neither does it have a parent company.

While waiting for the SEC’s response, Due Diligencer is taking you to Omico’s list of top 100 stockholders. Surprisingly, PCD Nominee tops them all for holding 923.949 million Omico common shares, or 87.96 percent, for Filipinos, and 69.436 million Omico common shares, or 6.61 percent, for foreigners.

Suddenly, Omico has a new parent company in PCD Nominee that holds a total of 993.385 million common shares, or 94.567 percent, which, apparently should include publicly owned 902.017 common shares or 85.8686 percent.

As Omico’s principal stockholder listed in the POR with 110.605 million common shares, or 10.52918 percent, Co saw his holdings drop to 30 million common shares, or 2.86 percent, placing him at No. 3 after two PCDs, one for Filipinos and the other for foreigners.

Compensation

Despite an accumulated deficit of P315.994 million as of June 30, Omico is able to pay its four top executives P6.591 million a year, or an average of P1.648 million each.

The company’s four highest-paid executives are Anna Mei Nga Tia, president/CEO; Juana Lourdes Buyson, senior vice president/treasurer; Maria Elena F. Alqueza, corporate secretary; and Ma. Marry Janette Lescano, assistant corporate secretary. Of these four, only Tia is a director.

Omico said in a filing that these highest-paid executives are among its 12 employees, five of them in operation and three in administration. It pays the seven member of the board P6,000 each for every meeting attended during the year.

In a footnote to the compensation filing, Omico said, it “has no other arrangement with regard to the remuneration of its existing directors and officers aside from the compensation received as stated herein.”

In reporting “family relationships,” Omico said “Tommy Kin Hing Tia, chairman, is the spouse of Anna Mei Nga Tia, president/CEO; Anson Chua Tiu Co, vice chairman, is the son of Co An, a principal stockholder.”

Joint ventures
Omico takes pride in its investment properties, which it valued at P318.246 million as of end-2015, and P318.049 million as of end-2014.

Omico said it contributed three parcels of land with combined area of 9,372 square meters in Tagaytay City in a joint venture with Robinsons Land Corp. (RLC), a unit of JG Summit Holdings Inc. of businessman John Gokongwei Jr., with RLC as developer. It also tapped RLC for Phase 2 of the same property. As the landowner, Omico said the joint venture with RLC entitles it to “a saleable area of 801.19 square meters which is equivalent to 16 units.”

Omico also entered into an agreement with “Sta. Lucia Realty and Development Inc. as developer and Asian Pacific Estates Development Corp. and Asian Empire Corp. as co-landowners. Under the said deal, Sta. Lucia will develop a 232,540 square meters of raw land in Pangasinan as a residential and commercial complex.

“As part of the agreement, Sta. Lucia is entitled to 55 percent of the developed saleable lots while the remaining 45 percent will be allocated to Omico and co-landowners,” Omico said in a filing.

esdperez@gmail.com

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