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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. |