Does Infradev own Rizal Partners?
Credit to Author: EMETERIO SD. PEREZ| Date: Tue, 16 Apr 2019 16:24:51 +0000
A public ownership report (POR) as of March 31, 2019 showed Philippine Infradev Holdings Inc.(IRC) had 6.062 billion issued common shares of which 18,642 IRC common shares were held in treasury, leaving the company with 6.062 billion outstanding IRC common shares.
Infradev listed two principal stockholders as owners of 4.920 million common shares, or 81.17 percent of 6.062 billion outstanding IRC common shares. These were Aggregate Business Group Holdings Inc., 4.552 billion IRC common shares, or 75.1 percent, and Auspicious One Belt One Road with 368.175 million IRC common shares, or 6.07 percent.
Jovial Elm Limited, which Philippine Infradev classified as an affiliate, directly held 200 million IRC common shares, or 3.29 percent. Minus these stockholders’ holdings, the public stockholders, according to the company’s POR, held 941.164 million IRC common shares, or 15.53 percent of outstanding.
In its top 100 stockholders’ list, Aggregate Business Group held 4.321 billion outstanding IRC common shares, or 71.28 percent, as of March 31, 2019. Infradev listed PCD Nominee Corp. as record holder of 1.297 billion IRC common shares – 651.905 million IRC common shares, or 10.64 percent, for Filipinos, and 644.920 million IRC common shares, or 10.64 percent, for foreigners.
Capital increase
In a filing posted on March 27, 2019 on the website of the Philippine Stock Exchange (PSE), Infradev reported it was expanding its authorized capital stock (ACS) to 10.5 billion shares from 1.5 billion.
The capital expansion consisted of 9.5 billion common shares with par value of P1 each and one billion preferred shares. The latter class of Infradev’s ACS had par value of P10 each, and are “voting, participating, redeemable and convertible to common shares.”
Infradev also identified July 20, 2018 as the “date of approval by the board of directors of the creation of a new security.” It also announced that the funds from the issuance of preferred shares were “in preparation for subway project.”
On March 27, 2019, Infradev reported “change in the number of issued and outstanding shares” when it issued on March 15, 2019 to three stockholders 4,561,665,000 IRC common shares. It issued 4,148,105,000 IRC common shares to Aggregate Business Group; 368.175 million IRC common shares to Auspicious One Belt One Road; and 45.385 million IRC common shares to Rizal Partners Co. Ltd., a Japanese company.
Infradev also said its POR had to be amended to include Auspicious One Belt as a principal stockholder. As a result, Infradev’s outstanding common shares expanded to 1,499,913,964 to 6,061,578,964 IRC common shares. Its outstanding common shares also increased to 6,061,580,322 from 1,499,895,322. The latter used to be IRC’s outstanding common shares as of Dec. 31, 2018.
Not included
Auspicious One was not listed as one of five principal stockholders as of Dec. 31, 2018, according to Infradev’s POR.
Infradev ‘s principal stockholders, who are also substantial stockholders, are T&M Holdings Inc., 100.819 million IRC common shares, or 6.72 percent; Mabuhay Holdings Corp., 70.129 million IRC common shares, or 4.67 percent; Aggregate Business Group, 404.115 million IRC common shares; Rizal Partners, 103.2 million IRC common shares; and Jovial Elm, 200 million IRC common shares. Their holdings totaled 878.263 million IRC common shares, or 58.54 percent.
Ironically, Infradev’s public stockholders were reported as owners of 621.431 million IRC common shares, or 41.43 percent, according to the POR.
In its top 100 stockholders’ list, PCD Nominee held 698.613 million IRC common shares, or 46.58 percent of 1.5 billion outstanding IRC common shares, for Filipinos and 598.237 million IRC common shares, or 39.88 percent, for foreigners.
At No. 3 in the top 100 list was Aggregate Business Group with 172.8 million IRC common shares, or 11.52 percent.
In a “statement of changes in beneficial ownership,” Rizal Partners said it held 17,000 IRC common shares after it sold 39.27 million IRC common shares on Jan. 7, 2019. This means the issuance of 43.385 million common shares to Rizal Partners would increase its ownership of IRC common shares to 45.402 million, or 0.749 percent of 6.062 billion outstanding IRC common shares.
Due Diligencer’s take is not included in this piece in observance of the Holy Week.
esdperez@gmail.com
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