Ayala Corp.’s P75-B capitalization
Credit to Author: EMETERIO SD. PEREZ| Date: Tue, 19 Feb 2019 16:28:30 +0000
Mauro Babilonia Badiola is vice president for finance and chief information officer of Boulevard Holdings Inc. (BHI). After selling 2 million BHI common shares at P0.068 each on Feb. 15, 2019, he still holds 2.75 million BHI common shares, according to a “statement of changes in beneficial ownership of securities”.
A public ownership report (POR) as of Dec. 31, 2018 reported Badiola as direct holder of 7.75 million BHI common shares, which were then equivalent to 0.0646 percent of 12 billion authorized capital stock (ACS).
The same POR listed Jose Marcel Panlilio, chairman of BHI’s nine-person board and at the same time company president, as direct holder of 3.502 million BHI common shares and indirect owner of 4.163 billion BHI common shares for total holdings of 4.167 billion BHI common shares, or 34.72 percent. His indirect holdings apparently resulted from his ownership of JP Guilds Inc. which is listed in the filing as a “principal/substantial stockholder.”
The other directors and their individual but direct ownership of BHI common shares are as follows: David L. Kho, 54.59 million; Michael Lancelot F. Panlilio, 2.46 million; Christopher M. Gotanco, 1.2 million; Reynaldo Y. Maulit, 100,000; and Ricardo S. Pascua, Klarence T. Dy, and Victor V. Benavidez, 10,000 each. Only Lorenzo R. Tanada 3rd holds a nominal BHI common share.
BHI common shares opened trading on Feb. 18, 2019 at P0.068, hit a high of P0.069, dropped to a low of P0.067 and closed the session at P0.068. The stock recorded a 30-day high of P0.070 and fell to a month’s low of P0.052.
Compensation
Badiola, according to a preliminary information statement (PIS), is one of BHI’s five highest paid executives. The four others are Jose Marcel Panlilio, chairman and president; Lorenzo R. Tanada 3rd, vice chairman; Victor V. Benavidez, treasurer; and Lyra Gracia Yap Lipae-Fabella.
As a group, Panlilio, Tanada, Benavidez, Fabella and Badiola were paid salary of P1.296 million in 2015; and P1.558 million in 2016. In 2017, Boulevard Holdings projected their salary at P1.84 million.
On top of their salaries, BHI also paid Panlilio and company bonus of P318,000 in 2015, which the company also paid them in 2016. In 2017, it said it would pay them P680,000 in 2017.
Boulevard Holdings also said in the PIS that it paid its nine-person board bonus of P780,000 in 2015; P690,000 in 2016; and estimated the amount at P1.3 million in 2017.
Under “other compensation,” Panlilio and company were paid P131,000 in 2015; P56,500 in 2016; and projected the amount at P320,000 in 2017. On the other hand, BHI’s nine directors were paid P339,000 in 2015; P123,333 in 2016; and an estimated “other compensation” of P700,000 in 2017.
For comparison, Boulevard Holdings provided the amounts for 2017 when it paid Panlilio and four other executives salary of P1.74 million; bonus of P355,000; and “other compensation” of P17,000. That’s a total compensation of P2.112 million against their projected pays and perks of P2.84 million in 2017.
Ownership profile
An amended general information statement (GIS) for 2018 listed Ayala Corp. having 1.21 billion shares authorized capital stock, (ACS) of which 900 million are common shares. The others are 12 million preferred A shares; 58 million preferred B shares; 40 million preferred C shares and 200 million voting preferred shares.
When converted into peso, Ayala’s ACS is authorized to raise P56.2 billion based on the following par values: P50 for common; P100 for preferred A, B, and C; and P1 for voting preferred shares. Of the ACS, Ayala could have raised P891,298,801 based on par value, according to the GIS.
Of Ayala’s 1.21 billion ACS, according to the GIS, 6,402 Filipinos owned 395.715 million common shares and 12 million preferred A shares; 26 Filipinos held 46.86 million preferred B shares and 11 million preferred B shares. The Zobel-controlled listed company also disclosed the foreigners who held AC stocks. It said it had seven eight Japanese who owned 54.943 million AC common shares, or six percent, and one Japanese who held 32.64 million voting preferred shares, or four percent; and 138 of “various” nationalities, 170.64 million common shares, or 20 percent, and 140,380 preferred B shares. The company also classified under “various” nationalities 27 stockholders who held 2.262 million voting preferred shares.
In the same GIS, Ayala said it had paid-up capital of P38.265 billion and additional paid-in capital (APIC) of P37.93 billion. As of 2018, it had subscription receivable of P1.193 billion and total capitalization of P75.002 billion.
Due Diligencer’s take
Who are the beneficial stockholders of either common or preferred shares that are held by PCD Nominee Corp.? This is the poser that remains unresolved to this day because nobody, particularly among the public, is heard complaining.
Some majority stockholders of listed companies use PCD Nominee, which they know acts only as record stockholder. When it does own some listed common shares, it says so that it is both record and beneficial stockholder.
By the way, the public investors could have noticed the amount of AC’s paid-up capital of P38.265 billion and APIC of P37.93 billion. This could mean a stockholder among the holders of AC shares, be they common or preferred, pays P1.991 for each of his/her holdings.
This, however, may not be the way to compute things. Adding P38.265 billion and P37.93 billion will be equal to P76.195 billion. Dividing P76.195 billion by P38.265 billion will be equal to P1.991, which could have meant AC issued each share at P1.991.
What Ayala did not provide the public was how it arrived at the amount of APIC. Did the APIC result from its issuance of common shares? Just asking.
Email:esdperez@gmail.com
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