Full disclosure
TKC Metals Corp. has one billion authorized capital stock (ACS) of one billion common shares, according to the company’s general information sheet (GIS). With par value of P1 per share, 940 million common shares of its ACS are fully subscribed and fully paid by 44 stockholders composed of 42 Filipinos, one Indian and another classified under “others”.
Among the 42 Filipinos is Star Equities Inc., which owns 667.001 million TKC common shares, or 70.96 percent of 940 million outstanding common shares. PCD Nominee holds 266.820 million common shares, or 28.39 percent , as record stockholder for Filipinos and foreigners. The rest, like Gertin G. Chuachiong and BA Investment & Holdings Inc., hold 2.912 million TKC common shares, or 0.31 percent, and 1.28 million TKC common shares, or 0.14 percent, respectively.
TKC Metals listed under “others” two unknown stockholders who were reported in the GIS as holders of 29,881 TKC common shares.
In a definitive information statement (DIS) in connection with the company’s annual stockholders’ meeting in October 2018, TKC said its 11-person board approved ACS increase to three billion common shares from one billion common shares. “The increase, supported by the conversion of advances into equity, will put the corporation in a better position to more effectively pursue its operations, plans and projects,” TKC said.
TKC Metals also said in the same DIS that it has amended its Articles of Incorporation to reflect the change in its principal address to 2nd Flr., W. Tower Condominium, 39th Street, North Bonifacio Triangle, Bonfacio Global City, Taguig City. It used to hold office at Unit B1-A/C, 2nd Flr., Bldg. B, Karrivin Plaza, 2316 Chino Roces Ave., Ext., Makati City.
Insiders’ sale
Sylvia Portugal Sumagpang is a vice president of the Bank of Philippine Islands (BPI). On Nov. 21, 2018, she reported in a “statement of changes in beneficial ownership” her sale of 2,000 BPI common shares at P91.40 per share, which grossed her P182,000. The sale left her with 33,012 BPI common shares.
Manuel Castro Tagaza, a senior vice president, sold 5,000 BPI common shares, leaving him with 73,685 common shares. On Nov. 23, 2018, he unloaded 3,000 common shares at P93.35 each; 1,000 common shares at P93.95 each; and 1,000 common shares at P94.75 each.
Sheree Nerpio Casals, a BPI vice president, sold 1,200 BPI common shares at P92.95 each on Nov. 23, 2018. After the sale, she still directly owned 20,144 BPI common shares.
BPI common shares were last traded at P93.85 on Nov. 26, 2018.
Kormasinc Inc., the majority stockholder of Vitarich Corp., bought 375,300 VITA common shares at P1.39 per share. The acquisition increased its holdings to 2,177,491,604 VITA common shares, or 71.29 percent, from 2,177,321,604 VITA common shares, or 71.28 percent. The stock closed trading on Nov. 26, 2018 at P1.51 per VITA common share.
Retained earnings
Central Azucarera de Tarlac Inc. (CAT) and a subsidiary reported in an unaudited quarterly financial filing retained earnings totaling P2.3 billion.
In the same filing, the company said: “On June 28, 2018, the BOD (board of directors) reversed previously approved appropriated retained earnings amounting to P200 million. Also on the same date, the BOD approved the appropriation of its retained earnings amounting to P2.3 billion in anticipation of the following projects which are expected to happen within the next five years: “P900 million for sugar business expansion which will cover the following: intensified leasing of land for the purpose of increasing cane tonnage; investment in logistics, such as additional trucks and trailers to improve delivery time; upgrade of the refinery machineries and more robust repairs; and research and development costs to identify potential areas for improvement to increase cane tonnage to one million.”
Marcventures Holdings Inc. (MARC) reported retained earnings of P985.052 million in a consolidated quarterly financial statement as of Sept. 30, 2018. In the same period last year, the company’s retained earnings totaled P1.095 billion including quarterly net income of P178.396 million, which dropped to P21.61 million. In a public ownership report (POR), it listed five principal stockholders with 1.844 billion MARC common shares, or 61.18 percent of 3.015 billion outstanding common shares. These are Bright Kindle Resources & Investments Inc., 600 million MARC common shares, or 19.9 percent; Rodolfo Yu, 430.312 million MARC common shares, or 14.27 percent; RYM Business Management Corp., 378 million MARC common shares, or 12.54 percent; Arturo L. Tiu, 87.629 million MACR common shares, or 2.91 percent; and Dy Family, 348.5 million MARC common shares, or 11.56 percent.
Due Diligencer’s take
Don’t be misled by the numbers reported in consolidated quarterly financial statements which are not audited. The public investors may doubt the auditing jobs done annually on listed but not public companies by external auditors. But isn’t it better to have outsiders examine the numbers than not having these auditors at all?
As a matter of fact, listed companies should reveal everything public investors need to know so they can decide which they should keep or sell among their holdings of listed common shares. Full disclosure of material facts should and must be the major rule to govern listed companies.
Even if the market watchers of either the Securities and Exchange Commission or PSE are not looking, the majority owners of listed companies should be responsible enough to comply with the full disclosure rule. Remember, the public may be not be privy with the goings-on inside the boardrooms.
Even if the owners of listed companies are in the market only to save on taxes due the Bureau of Internal Revenue, they and their associates or allies within the boardroom should – and must – live up to the expectation of the public that they, as majority stockholders, are also for the public.
Is asking business owners for full disclosure of material facts too much a burden for them to follow? Just asking.
esdperez@gmail.com.
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