Public investors’ shares ownership
Emeterio Sd. Perez
ABS-CBN Corp. (ABS-CBN) is different from ABS-CBN Holdings Corp. (ABSP). As the name suggests, the latter holds Philippine Depository Receipts (PDR), which, when bought by either Filipinos or foreigners, are convertible into common shares issued by the former.
The difference, though, in the acquisition of PDRs by foreigners, is that its PDRs should first be sold to Filipinos.
ABS-CBN owns and operates Channel 2 and DZMM. Thus, PDRs issued by ABSP should first be owned by Filipinos before they could be converted into ABS-CBN common shares.
As a media entity, ABS-CBN is exclusively for Filipinos.
A public ownership report (POR) dated June 20, 2018 and posted July 16, 2018 on the website of the Philippine Stock Exchange (PSE) showed ABSP with 322.623 million common shares which it said remain outstanding.
It had five directors namely Oscar M. Lopez who owned 371,607 ABSP common shares; Manuel M. Lopez, 1,281 million ABSP common shares; and Eugenio Lopez 3rd, 1.345 million common shares. Jose C. Vitug and Antonio Jose U. Periquet were not listed as stockholders. Their holdings are denoted as “0”.
With the board owning 2.997 million ABSP common shares, ABS-CBN Holdings made the public the holders of 319.625 million ABSP common shares or 99.07 percent, according to the company’s POR.
If the public stockholders owned 319.625 million PDRs issued by ABSP as of June 20, 2018, their ownership should include the PDR held by Prudential Singapore Holdings Pte. Limited (PSHL).
ABSP’s PDR closed trading on Aug. 13, 2018 at P24.90 but hit a week high of P41.90.
Insiders’ trades
Manuel B. Zamora Jr. is chairman of the board of Nickel Asia Corp. (NAC). As of July 7, 2018, he held 11.515 NAC million common shares or 0.14 percent of 7.603 billion outstanding NAC common shares.
Of his total holdings, he directly owned 5.982 million NAC common shares or 0.08 percent.
The increase in Zamora’s NAC ownership resulted from the acquisition on July 6, 2018 of additional 1.246 million NAC common shares at P4.30 per share, which cost him P5.358 million.
Raymond How Go is vice president of Bank of Philippine Islands (BPI). On July 16, 2018, he sold 500 BPI common shares at P94.65 per share. He followed this up by selling on July 17, 2018 another block of 500 BPI common shares at P95.20 per share.
On Aug. 7, 2018, he sold 500 BPI common shares at P97 per share.
After selling 1,500 BPI common shares, Go still directly owned 28,638 BPI common shares.
On Aug. 13, 2018, BPI common shares opened trading at P96.95, the stock’s session high, dropped to a low of P95.35 and was last traded at P95.50.
Roxas and Co. Inc. (RCI) sold 66,794 treasury shares to the company’s seven directors on Aug. 13, 2018, with each of them buying 9,542 shares.
Pedro E. Roxas paid P2.56 per share for his acquisition, along with Francisco R. Elizalde, Carlos R. Elizalde, and Aurelio R. Montinola 3rd. Corazon de la Paz-Bernardo, Fernando L. Gaspar and Guillermo D. Luchangco paid P2.58 per share.
With the sale of treasury shares, which gross the company P171,756, RCI increased its outstanding shares to 1.993 billion shares.
Due Diligencer’s take
The use of ‘insiders’ trades’ has nothing to do with illegal practice of using inside information to trade on listed stocks.
The Securities and Exchange Commission (SEC) should be stricter in implementing the rules. It should start reviewing PORs which compute only the outstanding common shares.
The result of an ownership computation would be different if this would include voting preferred shares. Even if owning non-voting preferred shares pays more, the exclusive issuance of voting preferred shares to the majority stockholders is unfair to the public.
If the listing rules require at least 20 percent, the computation shouldn’t be based on common shares only but on the entire outstanding capital stock.
For instance, Filsyn Corp. remains listed but its outstanding capital stock is still divided into 60 percent Class A shares and 40 percent Class B shares.
The classification was intended to limit to 40 percent foreign ownership.
Capital stock includes all classes of shares issued by a company. Many years ago, it was divided into Class A and Class B shares which used to represent 60 percent and 40 percent respectively of either authorized capital stock or outstanding capital stock.
When will the SEC require the inclusion of voting preferred shares in PORs? Just asking.
esdperez@gmail.com
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