Does GT stand for Grand Titan or George Ty?
Credit to Author: EMETERIO SD. PEREZ| Date: Thu, 07 Feb 2019 17:08:48 +0000
Metropolitan Bank and Trust Co. (MBT) listed GT Capital Holdings Inc. as principal stockholder directly owning 1.447 billion MBT common shares, which represent 36.36 percent of 3.98 billion outstanding common shares, according to a public ownership report as of Dec. 31, 2018.
A definitive information statement (DIS), however, listed GT Capital as holder of 1.147 billion MBT common shares, or 36.09 percent. It also showed Grand Titan Capital
Holdings Inc. as owner of 55.93 percent of GT Capital’s MBT common shares. This translates to 641.926 million MBT common shares.
When added, Grand Titan’s 641.926 million MBT common shares and PCD-held 372.783 million MBT common shares equals 1.015 billion MBT common shares. The rest – 133.022 million MBT common shares – can be said to be owned by either the public or insiders.
The bank’s public stockholders, on the other hand, owned 1.947 billion MBT common shares, or 48.93 percent as shown in the same POR. The filing did not indicate if the publics’ MBT ownership included the holdings of 12 directors, 11 officers and affiliates.
In the same POR posted on the website of the Philippine Stock Exchange (PSE), 12 directors held 29.676 million MBT common shares, or 0.75 percent, while 11 other insiders owned 416,256 MBT common shares, or 0.01 percent. The filing showed 23 affiliates with 555.01 million MBT common shares, or 13.93 percent. These affiliates include George Siao Kian Ty with 17.449 million MBT common shares, or 0.44 percent.
Non-listed Grand Titan
GT Capital Holdings Inc. is also a listed company with 199.338 million outstanding common shares all listed on PSE. It classifies a “free-float level” of 43.87 percent, which would be equivalent to 87.449 million GT common shares. Its foreign ownership is limited to 40 percent, according to the website.
In a POR, GT Capital listed Grand Titan Capital Holdings Inc. as direct owner of 111.494 million GT common shares, or 55.93 percent of 199.338 million GT outstanding common shares. It attributed to its public stockholders the ownership of 87.428 million GT common shares, or 43.86 percent.
As public stockholders, they should have controlled 43.86-percent of the 12-person board but they don’t. Instead, GT Capital appointed four independent directors (IDs)with Renato C. Valencia as lead ID. The three others are Wilfredo A. Paras, Jaime Miguel G. Belmonte and Rene J. Buenaventura, according to the POR.
GT Capital has elected two chairmen. One of them is Chairman Emeritus George S.K. Ty, who, along with his family, owns Grand Titan. The other chairman is Arthur Vy Ty. Francisco C. Sebastian and Alfred Vy Ty are co-vice chairmen.
Aside from the Tys, the owners, and the bank’s IDs, the company’s regular directors are Carmelo Maria Luza Bautista, David T. Go, Regis V. Puno and Pascual M. Garcia 3rd.
Due Diligencer’s take
Family-owned companies have issued their common shares to a few publics. Their issuances, however, do not necessarily make them public.
As a matter of fact, it may not be easy to research on stock corporations that may or may not have listed even the number of their outstanding common shares on the PSE. Researching may not only be very expensive; it is also difficult.
Will the Securities and Exchange Commission (SEC) require at least the issuers of common shares to define their ownership as clearly as possible?
In the case of Metrobank, the Tys are honest enough to explain in their filing that they own the bank either directly or indirectly through Grand Titan. This may not be enough to fully inform the public about the bank’s owners but at least the family has been honest about their filings.
In its DIS, Metrobank explained under “name of beneficial owner and relationship with record owner” as follows: “Grand Titan owns 55.93 percent” of GT Capital’s 1,147,731,945 MBT common shares while PCD Nominee Corp. holds 32.48 percent as record stockholder for non-Filipinos. It is also the record stockholder of 11.28 percent for the bank’s Filipino stockholders.
For the sake of the public, will Metrobank also disclose the reason or reasons why it prefers to appoint four IDs instead of allowing its public stockholders to nominate one of their own? Just asking.
esdperez@gmail.com
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