Gerard Anton S. Ramos, a member of the 11-person board of Atlas Consolidated Mining and Development Corp. (ACMDC), used to indirectly own 5.22 million ACMDC common shares that were lodged with PCD Nominee Corp. He reduced the number of Atlas common shares he held to 5.149 million, after selling 71,000 common shares at different prices in five trades.
In a filing posted on the website of the Philippine Stock Exchange, Ramos said he sold 15,000 ACMDC common shares at P4.97 each; 20,000 common shares at P4.99 each; and another block of 20,000 common shares at P5 each on Feb. 15 this year.
In the same posting, Ramos said he sold 15,000 ACMDC common shares at P4.99 each and 1,000 shares at P5 each on Feb. 19.
The sale of 71,000 Atlas common shares reduced his Atlas holdings to 5.149 million ACMDC common shares, or 0.145 percent.
On Feb. 21, Atlas common shares opened trading at P4.91, hit a high of P5.02, dropped to a low of P4.91 and closed the session at P4.91.
At P4.91 per share, Ramos’ remaining 5.149 million ACMDC common shares have paper value of P25.282 million.
As far as the public ownership report (POR) filed by Atlas Mining is concerned, businessman Alfredo C. Ramos and businessman Henry Sy, Sr. are not the company’s only stockholders. It also listed the public as owners of 707.059 million ACMDC common shares equivalent to 19.864 percent of 3.56 billion common shares.
(Note. The percentage equivalent resulted from dividing 707,058,626 ACMDC common shares by the company’s 3,559,532,774 outstanding common shares.)
The same POR listed the 11-person board as holder of 137.462 million common shares, of which individual directors indirectly owned 137.458 million ACMDC common shares.
Among Atlas’ 11 directors, businessman Isidro A. Consunji is the biggest stockholder, with indirect holdings of 195.991 million ACMDC common shares, or 2.697 percent. He directly holds one share to qualify him to get elected to the board.
The same POR, which was filed on Jan. 12, showed Atlas’ principal stockholders. Alakor Corp. and Anglo Philippine Holdings Corp. own 483.413 million ACMDC common shares, or 13.581 percent, and 1.02 billion common shares, or 28.643 percent.
The Atlas holdings of Alakor and Anglo make Alfredo C. Ramos the majority stockholder. The two companies’ combined holdings of 1.503 billion ACMDC common shares were equivalent to 42.224 percent.
SM Investments Corp. (SMIC), the listed holding company of the SM group owned by the Sy family, was listed in Atlas’ POR as owner of 1.212 billion ACMDC common shares, or 34.05 percent.
SFA Semicon Philippines Corp. (SSP) is a foreign company operating in the Philippines. The PSE website showed it was incorporated as a wholly owned subsidiary of STS Semiconductor and Telecommunications Co. Ltd. It listed its address as Panday Pira Ave., corner Creekside Road, Clark Freeport Zone Pampanga.
SFA Semicon reported in a preliminary information statement (PIS) that it would meet its stockholders in an annual meeting at 10:00 in the morning of April 20, 2018.
In its PIS, SFA Semicon attributed to foreigners, referring to its parent company in South Korea and other alien stockholders, majority ownership of 1.875 billion SSP common shares, or 86.591 percent of outstanding 2.165 billion outstanding SSP common shares. As minority stockholders, Filipinos own the remaining 290.315 million SSP common shares, or 13.409 percent.
SFA Semicon Ltd. was also listed in its local unit’s POR as holder of 1.84 billion SSP common shares, or 85 percent.
As of Sept. 30, 2017, SFA Semicon, which uses US dollar in its financials, reported in an interim financial statement retained earnings of $51.037 million. At P51 to a US dollar, SFA Semicon’s retained earnings were equivalent to P2.603 billion.
Due Diligencer’s take
The two listed companies, one controlled by Filipinos and the other by foreigners, should have shown the readers of The Manila Times their generosity as employers. It is unfortunate that like other listed companies, they list only the amounts they pay their highest paid executives but not the amounts they allocate for their rank-and-file employees.
Of course, this is understandable because the disclosure of pays and perks of the top executives is among the items included in either PIS or definitive information statement (DIS).
A DIS represents the final form of PIS, copies of which are sent to individual stockholders.
In a compensation filing included in its DIS, Atlas said it paid its CEO and four most highly compensated officers salaries of P24.964 million and bonuses of P4.161 million in 2014. In 2015, it paid the group salaries of P21.106 million and bonuses of P1.764 million. In 2016, it estimated the amount at P15.48 million in salaries, but did not list an amount for bonuses.
SFA Semicon, on the other hand, said it paid its chairman, and four director team heads P37.417 million in 2016 and 38.146 million in 2017. It estimates P40.453 million in salaries and bonuses for 2018.
While SFA Semicon uses the US dollar as functional currency in its financial filing, why does it have to pay its most highly compensated executives in Philippine pesos? Just asking.