RVO explains sale of Philweb shares

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Emeterio Sd. Perez

Emeterio Sd. Perez

BUSINESSMAN Roberto V. Ongpin reacted to Wednesday’s Due Diligencer. In a brief note he emailed me, he corrected my piece on the sale of shares he owns in PhilWeb Corp. The contents of the email are self-explanatory. He wrote:

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“Thank you for your column today regarding my PhilWeb shares which I sold to Mr. Araneta.

“Just a small point of clarification: The shares that I sold were issued and outstanding, and therefore not subject to preemptive rights. Only the issuance of new shares from unissued authorized capital stock requires preemptive rights.

“Many thanks and best regards,”

My assertion that the sale by Mr. Ongpin of 771.652 million Philweb shares, or 53.76 percent of outstanding may also be covered by the rule on preemptive rights, was only a suggestion. This is why I used “my own analysis” in writing for the benefit of the public.

In responding to his email, I also thanked him for “reading The Manila Times.”

I explained, “I know the sale is not covered by preemptive right. I was only suggesting if the public would be allowed the privilege of buying at such price which is much, much lower than market.”

Would it be possible for the public to avail themselves of the benefit of buying Philweb shares at P2.60 per share?

The piece I wrote on Mr Ongpin’s sale of his holdings in PhilWeb is meant only for regulatory authorities to better appreciate the role of the public in making family-owned closed corporations to have their shares listed on the exchange.

‘Scandal’

For the sake of the public who invest in listed stocks, I am also acknowledging another email from a reader who wrote, “like you, I do also have the same sentiments.” He was also referring to Wednesday’s Due Diligencer.
“I thank you for giving time to voice out what we believe is right…”

Like other emailers, he blamed the Securities and Exchange Commission and the Philippine Stock Exchange for the recent controversy surrounding Liberty Telecoms and Philweb.

By the way, an emailer referred to the P2.20 offer of Globe Telecom and PLDT to buy out the public of their holdings in Liberty Telecom as a “scandal” and not a fiasco as I often used in describing anomalous deals involving listed companies.

Up to SEC

The public investors on listed companies expect the Securities and Exchange Commission to assert its role as securities industry regulator in investigating the failure of Liberty Telecoms Holdings Inc. to explain the omission from its financial posting of the reassignment of its telecom assets to a subsidiary.

In fairness to SEC officials, Due Diligencer is reserving comments on the issue until their inquiry of the transaction. The issue is raised here only because of the controversy generated by the alleged omission of proper disclosure by Liberty Telecoms.

Hopefully, the five members of the commission would all be present to deliberate on the alleged secret transfer of the telecom assets of Liberty Telecoms, then still controlled by San Miguel Corp., from parent to a unit. Their findings should be able to erase doubts on the omission of disclosures by either SMC or Liberty Telecoms.

A poser for SEC

As for the public stockholders of Liberty Telecoms, they would closely monitor the SEC’s deliberations and the decisions that would be arrived at by the five-person commission.

As publicly disclosed by Globe Telecom and PLDT as the buyers of Vega Telecom, Liberty Telecom would be delisted from the board of the Philippine Stock Exchange. Does this means it would no longer be covered by the regulatory requirement of full disclosure of material facts? Maybe, this is a question that only the SEC can answer to the full satisfaction of the public.

Frankly, Due Diligencer is not privy to the plan or plans of SEC officials in trying to find out the mysteries behind the delayed disclosure of material facts on the transfer of Liberty Telecoms’ assets to a subsidiary. It could only disclose and analyze rulings that are posted on the SEC website where I also surf from time to time for legal opinions it issues.

As an advice to public investing in listed stocks, I suggest that they also read SEC’s various rulings and opinion on issues affecting private companies. They are posted on www.sec.gov.ph. By reading them, investors can learn the workings of the five SEC commissioners led by Chairperson Teresita Herbosa.

esdperez@gmail.com

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