• Uniwide, AAA and the Gows who own them


    Emeterio Sd. Perez

    IF you are among the public stockholders of Asia Amalgamated Holdings Corp. (AAA) or any other listed company, you may want to read from time to time the company’s ownership profile. By doing so, you would be familiarizing yourself with it and learn who owns what, as well as the changes in the ownership of the company.

    Consider yourself lucky, though, because members of the Gow family, the controlling stakeholders, are not able to either increase AAA’s capital for a number of reasons, such as complying with the required 10-percent minimum public ownership rule. A capital increase could result in the dilution of the public stockholders’ holdings.
    Trading on the AAA shares has been suspended since May 15, 2015 when the stock’s price closed at P1.63.

    In a public ownership report as of Dec. 31, 2016, AAA reported you and the others like you as owners of 80.966 million common AAA shares, or 10.12 percent of 719.034 million outstanding shares. As in other listed companies, you are not represented in the company’s five-person board. Two of AAA’s directors are luckier than you are because they are independent directors.

    What an irony! You as public stockholders own more than AAA’s independent directors but not one among you sits on the board.

    Ownership profiles

    A public ownership report listed three members of the Gow family as owners of 380.484 million AAA shares, or 47.56 percent, while two independent directors hold 10 shares each. In addition, the Gow-owned Uniwide Sales Inc. holds 338.536 million shares, or 42.31 percent.

    As the majority stockholders, the Gows control a total of 719.02 million AAA shares, or 89.88 percent. Jimmy N. Gow is the company’s biggest stockholder with 380.476 million shares, or 47.56 percent.

    In a separate top 100 stockholders’ list as of Dec. 31, 2016, PCD Nominee Corp. held for the Gows 449.603 million AAA shares, or 56.20 percent. Uniwide Sales held for them 338.536 million shares, or 42.32 percent.

    Because Uniwide Holdings is under rehabilitation, trading on its shares was suspended on Jan. 18, 2010 when it closed at P0.130. (For Due Diligencer’s story about the company, google “uniwide” and read “SEC: Liquidation, not debt relief, for Uniwide group, which appeared on this space on Aug. 13, 2013.)

    In a public ownership report as of Dec. 31, 2016, Uniwide Holdings listed the public as holders of 1.304 billion shares, or 50.8 percent. This makes it much more public than AAA, its affiliate, or in layman’s language, sister company.

    On the other hand, the ownership filing suggests the Gows to be only minority owners. Through Uniwide Sales, they own 1.138 billion UW shares, which are equivalent to only 44.42 percent.

    To show the public as the majority stockholders is a big irony, if not a puzzle. How can the public own so much but are not represented in the board?

    Apparently, the computation is intended to show Uniwide’s compliance with the 10-percent minimum public ownership rule. Besides, the numbers do not reflect control. These are for the eyes of the regulators.

    Gows’ control

    The public must have noticed how the shares of the ultimate parent of a group of companies are not listed. The “secrecy” may be intended to make it difficult for their public stockholders to decipher the ownership of a certain block of shares.

    To be able to scrutinize the ownership of a listed company, the public may turn to the list of top 100 stockholders, which they probably expect to provide them with the identities of the individual stockholders and the number of shares each of them owns. Unfortunately for them, the PSE website and the filings posted on it do not contain the crucial information that they need to know—who their co-stockholders are.

    Instead of the individual majority or minority stockholders, the top 100 filing as of Dec. 31, 2016, named PCD Nominee Corp as record holder of 922.566 million UW shares, or 35.94 percent. But it credited Uniwide Sales with only 497.585 million UW shares, or 19.38 percent.

    Through four RCBC trust accounts, Uniwide Sales also held 640.401 million UW shares, or 24.946 percent. The UW holdings of the top seven stockholders led by PCD Nominee alone combined for the Gows’ control over 82.69 percent of common shares. This is the extent of ownership that makes the Gow family the controlling or majority stockholder of Uniwide Holdings.



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