SAN Miguel Corp. will dispute in court the Securities and Exchange Commission’s (SEC) decision to impose a P769-million fine on the conglomerate for the late filing of disclosures regarding its acquisition of a stake in Manila Electric Co.
In a statement released to the media, San Miguel President and Chief Executive Officer Ramon Ang said the SEC decision was “excessive and unreasonable.”
“Good governance is an integral part of how we do business and we are committed to operating with the highest standards of ethical behavior. With the SEC’s decision, we will be constrained to seek relief from the court. Hopefully, the court will understand and appreciate the position of the company,” Ang said.
These documents include SEC forms 23-A (Initial Statement of Beneficial Ownership of Securities) and 23-B (Statement of Changes in Beneficial Ownership of Securities). The penalty was based on three transactions involving Meralco shares.
“Technically, there was no late disclosure considering the relevant information were provided and disclosed to the SEC and PSE (Philippine Stock Exchange) through the submission of SEC form 17-C,” Ang said.
“As such, the public was adequately and properly informed of the details of the share sale transaction inclusive of the purchase price, number of shares, equivalent percentage shareholdings in Meralco and the terms of payment,” he added.
The SEC en banc in a decision dated November 21 denied San Miguel’s appeal for lack of merit, and instead meted out a P769.3 million fine—so far the largest levied on a registered firm—for late filing of additional reportorial requirements.
San Miguel in 2008 acquired a 27 percent stake in Meralco for P30 billion as it made its foray into the power sector.
Ang said the penalty was highly disproportionate to the violation attributed to the company considering that the disclosures it made to the Exchange and the Commission were extensive enough to prevent market speculation and other fraudulent acts.
“San Miguel committed no violation since all the transactions were disclosed in a timely manner … However, the SEC disregarded our timely reports and imposed the onerous penalty and computed it based on a percentage of the value of the transaction,” he said.
“Such timely disclosures show that there was no intent to withhold information and the public was fully informed of the Meralco transactions.”
Ang said the SEC decision—despite full disclosures made—has imposed a sanction for the late filing of SEC Forms 23-A and 23-B “which merely reiterated the information previously submitted.”
San Miguel, originally founded as a single brewery, has since transformed from a beverage, food and packaging business into a conglomerate with interests in fuel and oil, energy, infrastructure, and banking.