• What’s wrong with PLDT, Globe and Liberty Telecom?

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    THE last time I checked, the website of the Philippine Stock Exchange (PSE) showed Philippine Long Distance Telephone Co. (PLDT) with 216.056 million outstanding common shares, of which foreigners held a total of 99.208 million, or 45.92 percent. That exceeded the 40-percent legal limit for them.

    A public ownership report (POR) showed that currently, the Indonesian-controlled First Pacific Co. indirectly owns 55.245 million PLDT common shares, or 25.57 percent, through three units, while the Japanese-owned NTT Communications Corp. and NTT DoCoMo Inc. hold a combined 43.964 million common shares, or 20.348 percent.

    This ownership profile would make PLDT more public than others if not the “most public” among listed companies. As the company disclosed in the same ownership report on Sept. 30, 2014, the public controlled 116.374 million common shares, or 53.86 percent. Really?

    Remember the 150 million voting preferred shares that PLDT hurriedly issued for its employees’ beneficial pension plan? This issuance, which was intended to dilute foreign ownership to the legal limit of 40 percent, increased the company’s outstanding capital stock to 366.056 million shares.

    The 150 million preferred shares gave First Pacific total voting shares of 205.245 million shares, or 56.069 percent of 366.056 million outstanding capital stock.

    SMC’s Liberty

    Vega Telecom Inc., a subsidiary of San Miguel Corp., controls 1.128 billion common shares, or 87.18 percent, of 1.294 billion outstanding common shares of Liberty Telecoms Inc. PCD Nominee Corp. holds 136.555 million common shares, or 10.56 percent, as record stockholder for “various clients.”

    In addition, Vega “beneficially owns” 5.244 billion unlisted preferred shares, or 99.9998 percent, of total outstanding preferred shares.

    Aside from controlling 1.128 billion Liberty common shares, Vega also holds 5.255 billion preferred shares, or 99.9998 percent of the total outstanding preferred shares.

    As a listed and public company, Liberty disclosed in a public ownership report as of Sept. 30 this year that the public held 165.883 million common shares, or 12.82 percent. This ownership profile makes Liberty compliant with the 10-percent-minimum public ownership rule imposed by the SEC.

    (Note. The percentages presented are those reported in the disclosures, which do not tally with the results when recomputed using the abbreviated numbers.)

    Here is another way of presenting Liberty Telecom’s ownership profile: Of Liberty’s 6.538 billion outstanding capital stock consisting of 1.294 billion common shares and 5.244 billion preferred shares, Vega holds a total of 6.383 billion shares divided into 1.128 billion common shares and 5.255 billion preferred shares.

    When recomputed to determine if the public owns the required minimum of 10 percent of outstanding capital, the result would show Vega’s 6.383 billion shares would be equivalent to 97.629 percent. This would leave the public with the remaining 2.37 percent —way below the required 10 percent minimum public ownership.

    Zobels’ Globe

    Globe Telecom Inc. listed two significant stockholders in a public ownership report owning a total of 102.998 million common shares as of Sept. 30, 2015. Singapore Telecom owns 62.646 million common shares, or 47.19 percent, while Ayala Corp. (AC), a listed holding company of the Zobel family, holds 40.352 million common shares, or 30.4 percent.

    The company’s ownership report attributed the ownership of 29.539 million common shares, or 22.25 percent to the public, against the SEC-required 10 percent minimum public ownership.

    In addition, Globe also has in its outstanding capital stock 158.515 million preferred A voting shares and 20 million preferred non-voting shares. Of the voting preferred shares, Asiacom Philippines Inc., an AC unit, owns 158.515 million shares, or 99.9999 percent. Five nominees hold one preferred A share each.

    All in all, Globe has outstanding capital stock of 413.605 million, divided into 132.092 million common shares, 158.515 million voting preferred A shares; and 20 million non-voting preferred shares.

    Computed on 413.605 million outstanding capital stock, SingTel’s 62.646 million common shares would be diluted to 15.146 percent from 47.19 percent of common shares. AC’s holdings in Globe would go down to 9.744 percent from 30.4 percent.

    Is there anything hidden behind the ownership profiles of PLDT, Liberty and Globe that the public investors should know? The answer or answers in my next column.

    esdperez@gmail.com.

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