Villar couple’s VLL voting right
Credit to Author: The Manila Times| Date: Thu, 31 Jan 2019 16:21:40 +0000
As of June 18, 2018 when it issued a definitive information statement (DIS), Vista Land & Landscapes Inc. (VLL) had 12.827 billion outstanding common shares and was granted by the Securities and Exchange Commission (SEC) the authority in 2014 to issue up to P5 billion Vista Land Retail Bonds and another set of retail bonds to raise the same amount.
In the same DIS, Vista Land also said that as of March 31, 2018, it had the same number of outstanding common shares. It also listed as outstanding 3.3 billion preferred shares. “Each common and each preferred share of stock of the company is entitled to one vote,” according to the same filing.
Vista Land also listed that as of March 31, 2018, Filipinos and foreigners owned 10.378 billion VLL common shares and 2.449 billion VLL common shares, respectively. It also said in the same filing that as of the same date it has not issued any of its 3.3 billion preferred shares to foreigners. Instead, it said it had issued all these preferred shares to Filipino stockholders.
Summarizing the company’s stock, Vista Land had total issuances of 13.678 billion common and preferred shares, or 84.817 percent of 16.127 billion common and preferred shares to Filipinos and 2.449 billion common shares, or 15.183 percent, to foreigners, respectively.
In an explanatory note, Vista Land identified Manuel Villar and his spouse” as “the controlling shareholders of Fine Properties Inc.”
Vista Land stockholders
As of March 31, 2018, Fine Properties Inc., according to the DIS, owned 3.462 billion VLL common shares, or 21.467 percent of 16.127 billion outstanding shares. In addition, it also held 3.3 billion VLL preferred shares, or 20.463 percent.
PCD Nominee Corp. held three blocks of common shares. It held 3.189 billion VLL common shares, or 19.772 percent. Vista Land named Fine Properties Inc. as both record and beneficial owner. It was also the record holder but not beneficial owner of 2.242 billion VLL common shares, or 15.017 percent, and 2.256 billion VLL common shares, or 12.988 percent.
Althorp Holdings Inc. owned 1.235 billion VLL common shares, or 7.66 percent. In a footnote, Vista Land identified Fine Properties as “the controlling stockholder of Althorp Holdings.”
As holders of the right to vote, the Villar couple had at their disposal a total of 11.186 billion VLL common and preferred shares, which were then equivalent to 69.362 percent of 16.127 billion outstanding VLL common and preferred shares.
Vista Land explained in Footnote No. 1 that to get the percentage equivalent, the computations were “based on the total issued and outstanding capital stock as of March 31, 2018 of 16,126,926,076 (common and preferred).”
Publicly-owned common shares
In a public ownership report (POR) as of Sept. 30, 2018, Vista Land has issued 13.114 billion common shares, of which 287.21 million were treasury shares. As a result of its buyback program, the Villar-owned listed company had 12.827 billion outstanding common shares.
The same POR filing listed three principal stockholders. Fine Properties and Althorp Holdings held 6.651 billion VLL common shares, or 51.85 percent, and 1.235 billion VLL common shares, or 9.63 percent, respectively. In addition, Manuela Corp. indirectly owned 752.208 million VLL common shares, or 5.86 percent.
In total, Vista Land’s three significant stockholders had combined holdings of 8.683 billion common shares, or 67.34 percent of 12.827 billion outstanding common shares.
As a result, the company’s public stockholders were, as of Oct. 8, 2018, holders of 3.672 billion VLL common shares, or 28.63 percent, according to the POR.
Again, like other stock corporations which had issued common shares to non-members of the family who are the majority owners, Vista Land has also not allowed the company’s public stockholders to vote their common shares. They were –and still are – entitled to two board seats.
Board ownership
The same filing showed Vista Land’s seven-person board owning 516.773 million VLL common shares, or 4.03 percent. As chairman, Villar, the former senate president, indirectly held 293.97 million VLL common shares, or 2.29 percent, followed by Manuel Paolo A. Villar, president and chief executive officer, who was credited with direct ownership of 200,000 VLL common shares and indirect ownership of 222.596 million for a total of 222.796 million VLL common shares, or 1.74 percent. Camille A. Villar indirectly owned 1,000 VLL common shares.
Aside from the three Villars, the other four directors and their individual direct holdings in Vista Land were as follows: Cynthia J. Alvarez, 160 VLL common shares; Frances Rosalie T. Coloma, 4,815 VLL common shares; Ruben O. Fruto, 1,000 VLL common shares; and Marilou O. Adea, who held a qualifying VLL common share.
The three Villars, namely, Manuel, Manuel Paolo and Camille were credited with the same number of VLL common shares as directors. Of the six other officers, only Gemma M. Santos and Benjamarie Therese N. Serrano held 1,000 VLL common shares and 202,680 VLL common shares, respectively.
Email: esdperez@gmail.com
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