MINORITY shareholders of publicly-listed Philippine Racing Club Inc. (PRCI) wants the Securities and Exchange Commission (SEC) to probe reports that the Malaysian investors in the company may have exceeded the limits on foreign ownership, a violation of the Constitution and rules on corporate governance.

In a phone interview, Brigido Dulay, a director of the Club and spokesman for minority shareholders, cited a recent report by the Philippine Dealing System Holdings Corp. that the Club allegedly breached the limit on foreign ownership since 2005 because of unregistered foreign holdings.

The stake of the Malaysian group in the Club, which owns and operates the P11-billion Sta. Ana racetrack in Makati, is represented by the Kuala Lumpur-based Magnum Holdings Berhad. It holds four directors’ seats in the Club. The other major shareholders in the Club, also known as PRCI, are the Cua family and the Sta. Lucia group of the Robles clan.

“The SEC should step in quickly to prevent the mockery of the country’s constitution and the Code of Corporate Governance. There is an urgent need for the SEC to protect the interest of the investing public in PRCI,” Dulay said.

The Constitution imposes a ceiling of 40 percent for foreign stakes in listed issues.

Apart from the question of ownership, Dulay, who owns a nominal share in PRCI, earlier opposed the proposal of major shareholders to implement a property-for-shares swap with PRCI’s majority-owned subsidiary JTH Holdings Corp.

Together with two other minority shareholders, Dulay secured a temporary restraining order from a Makati Regional Trial Court preventing PRCI’s major shareholders to vote on the proposed property-for-shares swap.

“In the first place, they haven’t disclosed a thing about the plan. I am a director of the company and yet I had no idea of what’s happening,” he said.

What the minority shareholders are after, Dulay added, is transparency from the major shareholders.

The major shareholders already asked the Court of Appeals (CA) to lift the TRO issued against them, describing Dulay’s complaint “as a mere harassment suit.”

Through their counsel Manalo, Puno, Jocson and Guerzon Law Offices, the major shareholders claimed the TRO tramples on their fundamental rights to deliberate and discuss the planned exchange of the firm’s Makati property for JTH shares, which was in the agenda of the Club’s annual stockholders meeting that was supposed to have been conducted last July 17.

“It has always been widely known that PRCI intends to move its race track out of Makati in order to unlock the full potential value of its Makati property. The transfer of PRCI’s racing activity to its new 71-hectare race track in Cavite has long been expected and as early as 1996, the board of PRCI envisaged the move out of the present Makati location,” the lawyers said.

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MINORITY shareholders of publicly-listed Philippine Racing Club Inc. (PRCI) wants the Securities and Exchange Commission (SEC) to probe reports that the Malaysian investors in the company may have exceeded the limits on foreign ownership, a violation of the Constitution and rules on corporate governance.

Philippine stocks fell Monday, extending the key index’s worst decline in four months, on concern a housing slump in the US will dent spending in the nation’s biggest overseas market and cool demand for riskier assets.