THE title of this piece is addressed to Manuel Dimaculangan. It will soon be time for him to celebrate because his ownership of 301,792 shares in Central Azucarera de Tarlac Inc. (CAT) will make him a multi-millionaire many times over. At P91 per share, he will add to his wealth P27.46 million, minus, of course, the transactions tax due, if the buyers were not to shoulder the government’s cut.
The use of the future tense is based on filings posted on the website of the Philippine Stock Exchange because as an outsider, Dimaculangan has to wait for the buyers to make a tender.
As disclosed in a PSE posting, the sellers of 19.773 million CAT shares, which represent 69.983 percent of 28.254 million outstanding shares, at P91 per share, were the families of Don Pedro Cojuangco, Jose Cojuangco Jr., the Reyeses, the Teopacos, the Aquinos and the Lopas.
Since Dimaculangan is not a Cojuangco, a Reyes, a Teopaco or a Lopa, he has to wait for CAT Resources & Asset Holdings Inc. to make a tender to acquire the remaining CAT shares held by the public, including his shares. Rejoice. The tender will make you much richer than you are now.
But if he was among the sellers, he would have a lot of explaining to do. Has he been acting only as a record stockholder or as beneficial owner of 301,792 CAT shares? If he admits to being a record stockholder, he would be exposing the identity his principal or principals.
Dimaculangan made it to the list of CAT’s top 100 stockholders only after he had reportedly bought out President Benigno Simeon Aquino 3rd’s 301,792 CAT shares on March 18, 2011. But as of June 30, 2011, a year after Aquino assumed the presidency, Dimaculangan was not among CAT’s top 100 stockholders. Instead, Aquino, the seller, remained the 15th biggest individual stockholder as he has been since Jan. 31, 2006.
Early this year, Due Diligencer analyzed Dimaculangan’s ownership of 301,792 CAT shares and called on Chairperson Teresita Herbosa of the Securities and Exchange Commission to investigate the Aquino-Dimaculangan deal. Of course, she was not able to do anything then and still is not expected to antagonize the president, who appointed her. Neither would the four other commissioners express interest in initiating an investigation of Dimaculangan because their search for the truth behind the transactions over CAT’s 301,792 shares might inevitably lead them to Malacanan.
As CAT disclosures show, Dimaculangan paid P6.144 million in buying the 301,792 shares at P20.36 each. Should he decide to sell at P91 each via a tender to buy him out and the rest of the public, he would gross P27.463 million. Minus his acquisition price of P6.144 million, he would net P21.319 million, again minus tax deductions, a huge return for a three-year wait for the right time to unload.
Here is the big BUT. Dimaculangan’s ownership of 301,792 CAT shares remains doubtful since his alleged acquisition of them in 2011.
If the Aquino-Dimaculangan deal actually took place, then PSE should have fully recorded the transactions and should not have made it difficult for the public and stock market researchers to analyze them.
For instance, why is Dimaculangan not among the top stockholders of Central Azucarera de Tarlac when, like Aquino, he should have been at No. 15 in the roster of the company’s stockholders? Instead, Deutsche Regis Partners Inc., which has not been among the stockbroker participants in the PCD Nominee Corp., suddenly appeared at the top of PCD participants holding 301,792 CAT shares as of March 31, 2012. Nobody knows for sure for whom this stockbroker is holding this particular block of CAT shares.
Who is Dimaculangan? PSE, despite its self-regulatory organization status, has failed to identify him for the public. The SEC could have saved the local market’s reputation by requiring the full disclosure of the details of Aquino’s sale of his CAT shares to Dimaculangan. But its officials have been remiss in their regulatory role.
Although Due Diligencer has been exposing what could be CAT’s violation of the market’s full disclosure rule, it does not yet see any kind of SEC investigation until such time when a new commission with five new members appointed by a new but non-Aquino-endorsed president shall have been elected.