Public stockholders own 42.09% of Crown Asia’s common shares
Eugene H. Villanueva is the president and general manager of compounds division of Crown Asia Chemicals Corp. He is also a “20% shareholder of Husky Plastics Corp.”, which is listed as an affiliate, holding 2.253 million CAC common shares, or 0.35 percent.
Husky Plastics is shown only as an affiliate in Crown Asia’s pubic ownership repot (POR). Instead of a corporate stockholder, nine directors owned 363.012 million CAC common shares equivalent to 57.49 percent of 630.8 million outstanding common shares, according to the company’s POR.
When recomputed, CAC’s nine directors’ 363.012 common shares, of which they directly owned 264.954 million common shares, were equivalent to 57.548 percent.
In turn, Crown Asia made its public stockholders owners of 265.535 million CAC common shares, or 42.09 percent, which is correct.
These percentages resulted in stockholders owning 99.93 percent of 680.8 million outstanding CAC common shares.
The summary of insiders’ holdings of Crown Asia are as follows: 57.49 percent (9 directors) plus 0.35 percent (Husky Plastics) equals 57.84 percent. All these plus the publicly held CAC common shares equivalent to 42.09 percent equals 99.93 percent.
Ownership profile
Crown Asia’s nine directors held 57.49 percent of CAC’s 680.8 million outstanding common shares as of Oct. 15, 2018. Their ownership made them the majority stockholders who control the nine-person board.
In a POR, these nine directors and their CAC individual holdings are as follows: Walter H. Villanueva, 73.161 million CAC common shares, or 11.58 percent; Eugene H. Lee Villanueva, 94.56 million CAC common shares, or 14.99 percent; Tita P. Villanueva, 47.28 million CAC common shares, or 7.49 percent; Nicasio T. Perez, 94.56 million CAC common shares, or 14.99 percent; Derrick P. Villanueva, 5.925 million CAC common shares; Jefferson
T. Sy, 47.28 million CAC common shares, or 7.49 percent; Marie Therese G. Santos, 108,000 common shares, or 0.01 percent; Ernesto R. Alberto, 108,000 common shares, or 0.01 percent; and Bede Lovell S. Gomez, 30,001 common shares.
Crown Asia listed for officers but attributed to them zero ownership. As told in this piece, Husky Plastics is only a CAC affiliate.
In the same POR, Crown Asia said all of its outstanding common shares are listed, of which it said 365.265 million CAC common shares, or 57.90 percent, were the “total number of non-public shares.”
As a tribute to the public, Crown Asia credited them with 265.535 million CAC common shares, or 42.09 percent.
Due Diligencer’s take
As often told in this space, some or a few of the 300 or so listed companies make it appear that they are more public than others. If they are, then they should have allowed their public stockholders to elect among themselves one or two directors.
Crown Asia, for one, has nine members of the board. If the company would allow the public to nominate their representatives, their ownership of 42.09 percent would have translated to 3.7881 directors.
This is the irony of the ownership of common shares issued by listed but not public companies. Voting shares are sold to the public but they are not allowed to name their own men or women to the board.
The public make public family-owned businesses but they get nothing in return except invitations to attend annual stockholders’ meetings. These invitations do not matter because these are forced on them by the rules issued by the Securities and Exchange Commission.
Listed companies should not attribute too much ownership to the public. These common shares do not matter at all when their holders or owners are not allowed to use them to vote themselves into the board.
Of course, 10 percent ownership does not necessarily mean getting elected to the board. What if the publics’ holdings are no-voting preferred shares? Just asking.
esdperez@gmail.com
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