THE previous Due Diligencer was titled “Helpless public,” because some listed companies post on the website of the Philippine Stock Exchange (PSE) bits of information that tend to confuse, rather than inform, public investors.
Full disclosure, as the two-word phrase suggests, should be complete. It should be accurate, relevant and timely, or simply, “ART,” which became a Due Diligencer topic on Feb. 8, 2013.
Lest I be accused of picking on any of the 300 or so listed companies and their owners, I am not naming any of them in reporting what I consider anomalous PSE postings.
For instance, what could be behind the resignation of executives of listed companies submitted during the meeting of the board of directors?
“Executives” as used in this piece does not refer to any particular insider. He or she could be either a member of the board or of the management team.
It is even more surprising when Securities and Exchange Commission (SEC) officials fail to notice these abrupt resignations. Apparently, they believe that every resignation is a corporate act and that internal bickering has nothing to do with it.
Here is an update on two listed companies. Public investors may be wondering where they are now. They need not worry on the whereabouts of Steniel Manufacturing Corp. and Calata Corp. Both are still listed and awaiting the lifting of the trading suspension imposed on them by the PSE and the SEC.
Steniel is a listed company but is controlled by foreigners. It operates from Gateway Business Park at Barangay Javalera in General Trias, Cavite, according to a general information sheet (GIS) posted on the PSE website.
The GIS listed Steniel as a subsidiary of Steniel (Netherlands) Holdings B.V. It also has its own units or affiliates, such as Steniel Cavite Packaging Corp. and Treasure Packaging Corp.
A company is a subsidiary when it has a parent company owning 50 percent plus 1 percent of outstanding capital stock. It is an affiliate when a stockholder holds up to 50 percent.
Based on the disclosure, Steniel had authorized capital stock of 1 billion common shares at a par value of P1 per share. Of its capital stock, 152.701 million common shares, or 15 percent, were owned by Filipinos, while 847.299 million common shares, or 85 percent, were held by 31 foreigners.
Steniel listed Steniel (Netherlands) Holdings, a Dutch company, and Roxburgh Investments Limited of the British Virgin Islands, as owners of 720.849 million common shares (72.08 percent) and 123.818 million common shares (12.38 percent), respectively.
Steniel shares were last traded on July 5, 2006. Trading on the company’s listed shares has remained suspended since then.
Chairman, president, CEO
If as of March 31 a financial filing showed Steniel with accumulated deficit of P1.582 billion, Calata Corp. is in much better in financial shape with retained earnings of P469.312 million.
Calata even reported share capital of P445.626 million and share premium of P441.143 million.
Share capital refers to the number of issued shares that is outstanding. Share premium is another term for additional paid in capital, which is commonly used by listed companies in their financial filings.
Calata reported on the PSE website 570.341 million outstanding common shares, of which 403.291 million shares were listed. The company’s shares were last traded on June 30 when it closed at P2.04. Trading on Calata shares remains suspended.
With its retained earnings that suggest good financial health, Calata declared a stock dividend on Feb. 29, 2016.
Calata’s recent sale of P42.334 million common shares at P2.40 each to Jaka Securities Corp. indicated the faith of investors on the company’s consistent profitability.
Incidentally, the public investors will easily notice the obvious: Joseph H. Calata is chairman of the seven-person board that includes two independent directors. At the same time, he is also the president and chief executive officer of the company. Who could possibly beat him for control of the board? Just asking.