The Razon-owned ICTSI
Credit to Author: EMETERIO SD. PEREZ| Date: Thu, 27 Jun 2019 16:13:17 +0000
Enrique K. Razon Jr. is chairman of the of the seven-person board of International Container Terminal Services Inc. (ICTSI). He is, at the same time, the company’s president. A “statement of changes in beneficial ownership of securities” also identified Razon as chief executive officer (CEO) in connection with his acquisition in three trading days of one million ICTSI common shares.
On June 20, 2019, Razon bought 75,720 ICTSI common shares at P144 each. On June 21, 2019, he bought 4,770 ICTSI common shares at P143.90 each; 60,000 ICTSI common shares at P144 each; 43,980 ICTSI common shares at P144.10 each; 150,000 ICTSI common shares at P144.30 each; and 20,000 ICTSI common shares at P144.40 each.
On June 24, 2019, Razon bought 325,530 ICTSI common shares at P143.50 each; 30,000 ICTSI common shares at P143.70 each; 40,000 ICTSI common shares at P143.60 each; 20,000 ICTSI common shares at P143.90 each; 210,000 ICTSI common shares at P144 each; and 20,000 ICTSI common shares at P144.20 each.
The additional acquisitions increased his ICTSI holdings to 1,682,105,057 common shares, or 61.99 percent. When computed, Razon’s ownership of 1,682,105,057 ICTSI common shares was equivalent to 83.536 percent of 2,013,633,338 outstanding ICTSI common shares.
In an explanatory note, Razon wrote in the same filing that he holds said ICTSI common shares as “trustee for E. Razon Trust.”
On June 20, 2019, ICTSI common shares opened trading at P145.10, hit a high of P147.30, fell to a low of P143.30, and closed trading at P144. On June 21, it opened at P144, hit a high of P146.80, dropped to a low of P143.50, and closed at P143.30.
Ownership profile
In a public ownership report (POR) as of March 31, 2019 but dated April 11, 2019, ICTSI listed seven directors as either direct or indirect holders of 266,633,090 ICTSI common shares, or 13.24 percent of 2,013,465,454 outstanding common shares. The company’s six executives directly owned 616,654 ICTIS common shares, or 0.03 percent.
The POR filing showed ICTSI had two principal stockholders with total holdings of 723,941,732 ICTSI common shares, or 35.96 percent, as of March 31, 2019. These were Bravo International Port Holdings Inc., with 503,307,699 ICTSI common shares, or 25 percent, and Razon Group Shareholdings, with 220,634,033 ICTSI common shares, or 10.96 percent. An affiliate, ICTSI Warehousing Inc. directly held 734,970 ICTSI common shares, or 0.04 percent.
The same POR listed the public as holders of 1,021,539,008 ICTSI common shares, or 50.74 percent, topping the ownership of Bravo and that of Razon Group’s 35.96 percent. This makes ICTSI’s public stockholders the company’s majority stockholders.
Of course, as ICTSI’s ownership profile based on the POR shows, “this public ownership percentage reflects common shares and excludes the preferred B voting shares of 700 million shares. Public ownership percentage, including preferred B voting shares, is 37.65 percent,” according to Arthur Tabuena, treasurer director and head of investor relations.
Annual meeting
The holders of 3,003,302,538 outstanding common shares of Anglo Philippine Holdings Corp. will hold their annual meeting on July 26, 2019 at The Legend Villas at 60 Pioneer St., corner Madison St., Mandaluyong City.
A definitive information statement (DIS) listed Alakor Corp. as Anglo’s biggest stockholder owning 1,524,661,961 common shares, which represent 50.77 percent of outstanding common shares.
BDO Securities Corp. holds 466,031,757 Anglo common shares, or 15.52 percent, for National Book Store Inc. while PCD Nominee Corp. holds 405,303,553 Anglo common shares, or 13.27 percent, for PCD participants.
On its own, National Book Store directly holds 313,640,759 Anglo common shares, or 10.44 percent. Alakor Securities Corp. holds 105,375,525 common shares, or 3.51 percent, for clients.
In a footnote, Anglo explains these corporate ownerships: “Of the total 1,126,646,276 shares under the name of PCD Nominee Corp., Alakor Corp. is the beneficial owner of 1,126,646,276 shares under the name of PCD Nominee Corp., 466,031,757 shares (15.52 percent) are under the name of BDO Securities Corp. BDOSC) and 243,671,900 shares (8.11 percent) are under the name of Alakor Securities Corp.
The same footnote also explained that “of the 466,031,757 shares under the name of BDOSC, National Book Store Inc. (NBSI) owns 464,143,757 shares (15.45 percent). Of the 243,671,900 shares under the name of ASC, Alakor Corp. owns 105,375,525 shares (3.51 percent) while NBSI owns 115,949 shares (0.00 percent).”
Due Diligencer’s take
Public stockholders are treated as outsiders because they do not belong to the families that own these businesses whose shares are listed on the Philippine Stock Exchange (PSE). Even if only a few common shares out of three billion or more common shares are owned by family members, the same public stockholders are classified as strangers.
Being strangers, they would never see what a boardroom looks like much less get elected directors. As Due Diligencer has long been writing in this space, the public stockholders are mainly responsible in enabling either the outstanding common shares or only a portion of them to be traded publicly. Upon listing, the same companies are deemed public and are able to save on taxes due the Bureau of Internal Revenue (BIR).
It is even more ironic when the public are made to appear as the majority stockholder. Really? Are the very rich families of this country getting too generous to them that they would allow them to see their boardrooms and participate in their meetings?
It is enough that the wealthy ones got either their common or voting preferred shares listed. It is even worse when the same very rich families own most of the voting stocks that are either common or voting preferred shares with nothing left for the public to own.
How about the rule on 10-percent minimum public ownership?
Ask the officials of the Securities and Exchange Commission (SEC) why they allow these business owners to get what they want, which is control and ownership of most of the voting shares. Why allow this to happen? Just asking.
Email:esdperez@gmail.com
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