Why is PCD Nominee used for lodging listed common shares?
Emeterio Sd. Perez
ARMANDO Torres Navarette, a vice president of the Bank of Philippine Islands (BPI), increased his direct
holdings in the bank to 24,678 BPI common shares after buying 3,000 BPI common shares on Sept. 18, 2018.
Daniel Winston Chen Tan-Chi, assistant corporate secretary of A. Brown Co. Inc. (BRN), bought 100,000 BRN common shares at P0.83 each on Sept. 20, 2018.
After the acquisition, he raised his holdings to 6.448 million BRN common shares or 0.2602 percent.
In an ownership filing, he also reported he did not indirectly own BRN common shares as of July 4, 2018 and Sept. 20, 2018.
Sophie Miles Lim Ng, a member of the board of ATN Holdings Inc. (ATN) reported on Sept.21, 2018 her additional acquisition on Sept. 20, 2018 of 80,000 ATN common shares at P1.24 each.
Such increased the number of ATN common shares she directly owned to 3.053 million ATN common shares or 0.07 percent, according to her filing.
CIRTEK Holdings Philippines Corp. (TECH) reported on Sept. 21, 2018 that Cirtek Electronics Corp. (CEC) owned as of said date 26.314 million TECH common shares or 6.27 percent.
In an ownership filing, the company said the increase resulted from CEC’s acquisition of 2.046 million TECH common shares on Sept.21, 2018 at P37.4763 per TECH common share.
TECH also identified CEC as a “wholly-owned subsidiary,” which, it said has been regularly buying TECH common shares in the open market.
Javier D. Hernandez, a vice president of Ayala Land Inc. (ALI) sold 2,300 ALI common shares at P40.55 each on Sept. 20, 2018 and 2,600 ALI common shares at P40.30 each on Sept. 21, 2018.
After selling what he said were directly owned ALI common shares, he still directly owned 308,509 ALI common shares.
He also indirectly owned 57,247 ALI common shares lodged with PCD Nominee Corp. and 251,262 ALI common shares which, he said, he bought under the company’s employees stock acquisition plan.
Annual meeting
Forum Pacific Inc. (FPI) will hold its annual stockholders’ meeting at 10 a.m. on Oct. 26, 2018, a rare occasion when business owners meet the public who own a few of the company’s 1.839 billion outstanding FPI common shares.
It listed three significant stockholders in its definitive information statement (DIS).
As of Aug. 31, 2018, International Polymer Corp. held 496.887 million FPI common shares or 27.02 percent while the Wellex Group Inc. owned 376.95 million FPI common shares or 20.498 percent.
PCD Nominee Corp. is FPI’s third stockholder with 414.778 million FPI common shares or 22.555 percent. These three stockholders’ combined holdings represent 70.074 percent of 1.289 billion FPI common shares.
AS of July 13,2018, FPI listed in a public ownership report (POR) only two principal stockholders namely International Polymer and The Wellex Group with combined holdings of 873.837 million FPI common shares or 47.51 percent.
The same POR made the public stockholders as FPI’s majority stockholders by portraying them as holders of 964.701 million FPI common shares or 52.45 percent.
Such was also reflected in another POR dated April 16, 2018.
Ironically, being public and despite their 52.45 percent ownership of FPI common shares, like in other listed companies, they are not represented in the board.
Due Diligencer’s take
As asked many times by The Manila Times readers, why do insiders either buy or sell additional common shares?
Unluckily for Valerie Gill G. Duey and other readers, no one has the answer.
Insiders are not the only targets of our readers.
Due Diligencer is also asked why certain stockholders lodge their holdings in PCD Nominee.
The answers may vary but here is one explanation: For easier sale of one’s holdings of common shares in listed companies.
The question, though, may be expanded as to why even majority stockholders and insiders entrust their holdings in PCD Nominee.
No one has the answer to this too. Perhaps, it is up to the majority stockholders to make their own explanation.
The majority stockholders usually have their own holding companies which they can put to good use by using them for investments.
The continued use of PCD Nominee could be interpreted and even misinterpreted in so many ways, which no one among the public would hate to it see happen.
It is not that regulatory authorities should put an end to the practice of lodging one’s holdings in PCD Nominee. It just takes time to decipher the final ownership of listed common shares.
Even the Securities and Exchange Commission (SEC) tolerates the use of various corporations to hide the hidden owners of certain holdings in listed companies.
Why is this allowed to happen? Just asking.
esdperez@gmail.com
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