AS of April 17, 2017, PLDT Inc. had an outstanding capital of P1.08 billion, equivalent to 216.056 million outstanding common shares at a par value of P5 per share. It listed PCD Nominee Corp. as its single biggest stockholder, with 66.573 million common shares, or 30.813 percent.
Listed companies, such as PLDT, resort to the use of PCD Nominee in showing the public their ownership profile. In particular, PLDT relies on it when it presents in its general information sheet (GIS) the number of common shares each of its stockholders owns.
However, PCD Nominee acts only as record stockholder for beneficial owners of the capital stock of listed companies. The PCD Nominee does not own shares, unless it is identified so as a stockholder. In turn, the beneficial stockholders are identified in an attachment, but the beneficial owners, whose holdings are held in their behalf by stockbrokers, are not necessarily named in the document.
In the case of PLDT, as of April 17, 2017, PCD Nominee held 66.573 million common shares for “various/Filipino” stockholders.
Second to PCD Nominee was JP Morgan Hong Kong Nominee Ltd., which held 36.568 million PLDT common shares, or 16.925 percent. Philippine Telecommunications Investment Corp. (PTIC) was the third biggest stockholder, owning 26.034 million PLDT common shares, or 12.05 percent, as of the same cut-off date.
Completing PLDT’s top five stockholders were NTT DoCoMo Inc. and Metro Pacific Resources Inc. (MPRI), which were identified in the GIS as Japanese and Filipino, respectively. They held 22.797 million PLDT common shares, or 10.551 percent, and 21.557 million PLDT common shares, or 9.984 percent, respectively.
A public ownership report (POR) as of Dec. 31, 2017 showed PLDT’s different ownership structure. It listed five “principal/substantial stockholders” with 99.208 million PLDT common shares, or 45.918 percent.
The same POR included among PLDT’s “principal/substantial stockholders” what it named only as a “Non-Philippine Subsidiary of First Pacific Company Limited” (FPCL). It credited it with indirect holdings of 7.654 million PLDT common shares, or 3.543 percent.
The others were PTIC, MPIC, NTT DoCoMo and NTT Communications, which, together with First Pacific’s unnamed unit, also indirectly owned 16.187 million PLDT common shares, or 7.492 percent. Their indirect holdings were included in their total holdings of 99.208 million PLDT common shares.
The 13-person board, according to PLDT’s ownership profile detailed in the company’s POR, held 575,807 PLDT common shares, while the officers owned 32,356 PLDT common shares. Together with the holdings of five “principal and substantial stockholders, these insiders owned 99.816 million PLDT common shares, or 46.199 percent.
This ownership structure made public stockholders as PLDT’s majority stockholders owning 116.239 million common shares, equivalent to 53.80 percent of 216.056 million outstanding PLDT common shares.
Zobel de Ayala group’s telecom unit
Ayala Corp. (AC) is the listed holding company of the group of companies owned by the Zobel de Ayala family. It owns 41.157 million common shares, or 30.965 percent of 132.917 million outstanding common shares of Globe Telecommunications Inc. Its partner in the telecom company is Singapore Telecom International Inc., holder of 62.646 million Globe Telecom common shares, or 47.132 percent.
AC listed in a GIS 7,650 Filipino and 178 foreigners of different nationalities as holders of 889.611 million outstanding AC shares. Those shares represent 73.522 percent of AC’s 1.2 billion authorized capital stock.
Of the stockholders’ AC holdings, 6,642 Filipinos owned 393.53 million AC common shares, or 63.512 percent of 619.611 million outstanding AC common shares; 25 Filipinos with 46.894 million AC preferred B shares, or 99.774 percent of 47 million outstanding AC preferred B shares; and 983 Filipinos with 165.087 million AC voting preferred shares, or 82.543 percent of 200 million voting preferred shares.
The same GIS credited 149 foreigners with 226.081 million AC common shares, or 36.488 percent of outstanding AC common shares; two with 106,170 preferred B shares; and 27 with 34.913 million voting preferred shares, or 17.457 percent.
Among AC’s Filipino stockholders shown in the company’s GIS, Mermac Inc. is the biggest stockholder, with holdings of 463.267 million AC shares, divided into 303.689 million AC common shares, or 49.013 percent of outstanding AC common shares; and 159.684 million voting preferred shares, or 79.842 percent of outstanding AC voting preferred shares.
Due Diligencer’s take
As one of PLDT’s wholly owned subsidiaries, Smart Communications Inc. should have been listed a long time ago on the Philippine Stock Exchange. If listed, its common shares should have been publicly traded.
Why Smart succeeds in evading the listing of its outstanding capital stock is a puzzle that only the Securities and Exchange Commission, led by the five-member regulatory body as chaired by Chairperson Teresita Herbosa, could possibly answer.
No one knows the reason or reasons why Herbosa and the SEC’s four other commissioners have been failing the public who may also be eager to participate in the dividends, either in cash or in stock, which only PLDT has long been enjoying. The telecom giant’s public stockholders remain optimistic that someday the law that requires telecom companies to list their shares would also side with them and force Smart to sell common shares to the public outside First Pacific, which owns PLDT and controls its board.
If the Zobel de Ayalas shared the ownership of Globe Telecom with the public, why couldn’t PLDT do the same?
Someday, Smart will be generous enough to show it also cares for PLDT’s public stockholders and the public investors in general. Does it choose to hide under the skirt of its parent?
Smart probably boasts, too, that as an indirect but wholly owned subsidiary of the Hong Kong-based but Indonesian-owned First Pacific, it is beyond the law. Is it? Just asking.