No pre-emptive right. If you are among the public investors who own common in Ayala Land Inc., you won’t be allowed to participate in the company’s additional issuance of one billion unissued common shares.
Nevertheless, you will benefit from being denied pre-emptive right because ALI has set aside such huge block of shares to, among others, reduce debts, pay for property assets or sell some if not all to raise cash for the acquisition of properties.
That’s everything so far that ALI told the public in a recent filing posted on the website of the Philippine Stock Exchange. At ALI’s last traded price of P31.30 on Monday, the property holding company of the Ayala group controlled by the Zobels, would gross P31.30 billion.
Ownership profile 1. Globe Telecom Inc. reported outstanding capital of 291.185 million divided into 132.670 million common, or 45.562 percent and 158.515 million voting preferred, or 54.438 percent.
As reported in a PSE posting, Asiacom Philippines Inc. holds all preferred shares which represent 54.438 percent of the 291.185 million outstanding capital stock and these preferred shares are voted by the Zobels.
In addition, Ayala Corp. owns 40.328 million common shares, or 13.85 percent of the outstanding capital. Combined, the two blocks, which are equivalent to 68.388 percent of outstanding capital, give the Zobels control of the board.
On the other hand, Singapore Telecom International Pte. Ltd. of Singapore holds 62.646 million common shares, or 21.51 percent of the 291.185 million outstanding shares.
Another computation. Here is another way of looking at Globe’s ownership profile. If you divide the AC-held 40.328 million common shares by 132.670 million outstanding common shares, you will get 30.397 percent of the latter.
Applying the same formula in SingTel’s ownership, you will get 47.219 percent.
The two percentages mean that SingTel, which is a foreign company, controls the ownership of 47.219 percent of Globe’s common shares, relegating the Zobels to a minority stake equivalent to 30.397 percent of common shares.
The 16.822-percent ownership gap, if computed only on common shares, is too big to ignore in determining the ownership control of the corporation and of its board.
Ownership profile 2. Take a look at another telecom company and note the difference, at least in reporting. The Philippine Long Distance Telephone Co. has 216.056 million outstanding common shares and 150 million voting preferred shares for a total outstanding voting capital of 366.066 million.
Indonesian-owned First Pacific Co. Ltd. of Hong Kong is PLDT’s majority stockholder. Of course, its Filipino nominees led by chairman Manuel V. Pangilinan do not say so or admit that PLDT is a subsidiary of First Pacific.
Well, here is how PLDT and Globe differ in the ownership presentation as disclosed in regulatory filings submitted to the Securities and Exchange Commission and PSE.
In all its PSE postings, PLDT did not combine the common shares and voting preferred shares. For instance, it listed Philippine Telecommunications Investments Corp. (PTIC) as owner of 26.034 million common shares, or 12.05 percent. Omitted from the filing is the number of common shares on which the computation was based.
So it is 12.05 percent of 216.056 million common shares. Now to get the true percentage and the resulting dilution, divide 26.034 million by 366.066 million outstanding capital and you get 7.112 percent.
Minority in control. Thru First Pacific Co. Ltd., the Indonesian Salims, though only minority owners, control PLDT.
A footnote to an ownership filing showed that First Pacific Group, to which PTIC belongs, “collectively owned 25.57 percent of the outstanding common stock of PLDT.” Computed, the percentage of ownership will be equivalent to 55.246 million PLDT common shares.
With these holdings, First Pacific controls the board when its holdings of 25.57 percent of common shares had already been diluted to 15.092 percent based on total capital stock of 366.066 million shares, including 150 million voting preferred shares.
If the Salims have already been relegated to a minority stake, how come they—thru Pangilinan—still control PLDT?
A disclosure to the PSE gives the answer: Pangilinan has been authorized by the board of trustees of PLDT Beneficial Trust Fund to vote its 150 million voting preferred shares.
Going by the number, 150 million voting preferred shares represent 40.976 percent of PLDT’s 366.066 million voting capital. This means that the trust fund was and still is denied at least five seats on PLDT’s 15-man board, not counting independent directors who have no right to become directors because they are not stockholders at all.