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    Incomplete disclosure
     

    Omission? On September 28, 2007, Waterfront Philippines Inc.(WPI) informed the Philippine Stock Exchange and the Securities and Exchange Commission that its board approved the issuance of “191,322,900 shares from its unsubscribed, unissued authorized capital stock, to exchange/swap the same for 21,258,100 shares of Acesite [Philippines] Hotel Corp….” The filing, which was signed by Arsenio A. Alfiler Jr., assistant corporate secretary of both WPI and Acesite, should have named the other party/parties to the share-swap deal with Waterfront so that the public investors would not mistake the 21,258,100 Acesite shares covered by the agreement as part of the 200,147,692 unissued DHC common shares out of 300 million common shares of authorized capital stock. 

    Better late than later. Acesite and Waterfront updated the September 28 disclosure with a new filing on October 3, 2007, after the PSE required the two companies to make a full disclosure by providing more details of the share-swap agreement. Alfiler, as assistant corporate secretary, signed the two filings.

    In complying with the PSE memo dated October 1, 2007, Alfiler wrote: “Acesite is not a party to the said exchange of shares.”

    Alfiler clarified that the transaction will not involve “new or additional shares to be issued by Acesite” but covers shares owned by Chesa Holdings Corp. and Pacific Rehouse Corp.

    “As a result of the exchange, WPI’s equity interest in Acesite will increase from 25,550,702 shares, representing 25.59 percent of the outstanding capital of Acesite, to 46,808,802 shares, representing 46.88 percent of the outstanding capital of Acesite,” Alfiler said. 

    Not again. Alfiler’s letter is self-explanatory. Then again, the copies of the share-swap deal were attached only to Waterfront’s filing and not to that of Acesite, whose small stockholders should know that of WPI’s issuance of 191,322,900 shares from its unissued capital stock at P1 par value, Chesa Holdings will get 175.824 million shares in exchange for its 19.536 million Acesite shares valued at P175.824 million at P9 each. Pacific Rehouse will get 15,498,900 WPI shares in exchange for its 1,722,100 Acesite shares. (Acesite opened P8.80, peaked at P9, dropped to a session’s low of P8.80 before closing at P9 on September 28, 2007.)

    In addition, Acesite stockholders may also want to know that Waterfront’s share-swap deal with Chesa Holdings and Pacific Rehouse is part of its plan to “increase and consolidate its holdings in Acesite by acquiring additional shares in exchange for new shares of WPI.” 

    Capital restructuring. EIB Realty Developers Inc. will undergo capital restructuring which will involve the reduction in the par value of its capital stock to P0.18 from P1. The resulting reduction surplus of P1,121,838,063.18 will be used to reduce to P873,963.89 the property company’s deficit of P1,122,712,027.07 as of June 30, 2007. This will be followed by a capital increase in EIBR’s authorized capital stock to “not more than 27,777,777,777.78 at a new par value of P0.18, or P5 billion.

    With its accumulated deficit almost totally wiped out, EIBR plans to raise additional capital through a new public offering to potential investors that would dilute the ownership of existing stockholders. Export and Industry Bank owns 981,699,815 EIBR shares, or 71.7567 percent. PCD Nominee Corp. holds 209,402,026 shares, or 15.2769 percent, for Filipino investors.  

    ****

    Equity update. As of September 30, 2007, businessman Henry Sy Sr. directly owns 2,222,805 shares, or 3.605 percent, in China Banking Corp., the same number of shares he owned as of September 30, 2006. This ownership makes him the biggest individual stockholder of China Bank, which was listed on the Manila Stock Exchange in 1947. Including his pro rata holdings in the CHIB shares held by the SM group, Mr. Sy owns a total of 15,308,651 shares, or 24.826 percent. SM Group holds 38.33 percent of China Bank’s outstanding shares through SM Investment Corp., with 10,055,778 shares, or 16.307 percent; Shoemart Inc., 3,058,841 shares, or 4.961 percent; and Sysmart Inc., 10,521,108 shares, or 17.062 percent. Including the Sy’s holdings, SM Group controls 25,910,276, or 42.019 percent of China Bank. The block has a market value of P22,930,594,260 at a 30-day high of P885 per share.

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    Due Diligencer: Incomplete disclosure
    Omission? On September 28, 2007, Waterfront Philippines Inc.(WPI) informed the Philippine Stock Exchange and the Securities and Exchange Commission that its board approved the issuance of “191,322,900 shares from its unsubscribed, unissued authorized capital stock, to exchange/swap the same for 21,258,100 shares of Acesite [Philippines] Hotel Corp….”
    read more