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Due Diligencer

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Insiders’ trades. Willy Ng Ocier, chairman and president of Pacific Online Systems Corp., acquired 266,000 Pacific Online shares at P8.88 under the company’s stock option plan. The acquisition increased the number of Pacific Online shares he owns to 18.155 million shares equivalent to 9.136 percent of outstanding shares as of October 21. Pacific Online hit a 30-day high of P20 on October 18….. Jason C. Nalupta, assistant corporate secretary of Pacific Online, reported his initial acquisition of 50,000 shares offered by the company under its stock option plan. The filing did not contain the acquisition price... Joanna Dee Laurel increased the number of shares she owns in Alliance Select Foods International Inc. to 1.335 million shares by buying 1 million shares at P1.19 each on October 19. She is treasurer of the company.... Mingjing Holdings Inc. grossed P4.275 million from the sale of 3.5 million Alliance Select Foods shares from October 19 to 21 and 24. The sale reduced Mingjing’s holdings in the company to 96,354,385 shares as of October 24.... As of September 2, CVI GVF (Lux) Master S.A.R.L owned 476.102 million shares, or 24.9792 percent, in Victorias Milling Co. after buying 229.564 million VMC shares.

Ownership update. San Miguel Brewery Inc. continues to be a listed company but remains non-public because only two stockholders control most of its outstanding shares. San Miguel Corp. owns 7.859 billion shares, or  50.999838 percent, while Kirin Holdings Co. Ltd. of Japan owns 7.457 billion shares, or 48.388242 percent. Together, SMC and Kirin, these two combine for 99.38808-percent ownership. Only one big businessman is on the list of SMB’s top stockholders. As of September 30, businessman and retailer Henry Sy Sr. directly owns 12.50 million SMB shares. In a filing, SMB reported a slight change in the ownership of PCD Nominee as record stockholder for the public investors. As of September 11, it held for Filipinos 62.414 million SMB shares, or 0.405 percent, down from 73.306 million SMB shares as of December 31, 2010. PCD Nominee held for foreigners 1.044 million SMB shares as of September 30, down from 1.594 million SMB shares as of December 31, 2010. San Miguel Corp. Retirement Plan increased its holdings to 4.211 million SMB shares, or 0.027 percent as of September 30, up from 3.129 million SMB shares in December last year.

New name again. Suntrust Home Developers Inc. will soon amend its corporate charter to reflect its new name, First Oceanic Property Management Group Inc. The name change will be submitted for ratification by stockholders in a meeting to be held on November 15. Suntrust Home is formerly Fairmont Holdings Inc., which, in turn, was BW Resources Corp. BWRC was the listed company made famous—or is it infamous?—during the impeachment of then President Joseph Ejercito Estrada. When it became a unit of the group of companies controlled by businessman Andrew Tan, it assumed a new corporate identity as Fairmont Holdings Inc., which was eventually changed to Suntrust Home Developers Inc. In its ownership filing, Suntrust said it has 1,648 stockholders most of whose holdings are included in 877.549 million Suntrust shares, or 39.02 percent, held by PCD Nominee Corp. Megaworld Corp. owns 705.835 million shares, or 31.37 percent. Emerging Market Assets Ltd. holds 235 million shares, or 10.44 percent, for its clients. The other stockholders include businessman Stanley Ho Hung-Sun of Macau who owns 116 million shares, or 5.16 percent, and EBC PCI TA No. 203-53106-5 which holds 17 million shares, or 0.75 percent.

Pays and perks. Prime Orion Philippines Inc. (POPI), which operates Tutuban Commercial Center, said the pays and perks of its key management personnel amounted to P70.8 million in 2011; P72.6 million in 2010; and P64.2 million in 2009. Included in these compensations are the salaries, bonuses and other pays of its top five executives who received P27.262 million—salary, 19.645 million; bonus, P5.160 million; and other pays, P2.458 million—in 2009 to 2010; and P28.919 million—salary, P21.911 million; bonus, P6.182 million; other pays, P824,000—in 2010 to 2011. This year until 2012, the group will get P31.811 million—salary, P24.102 million; bonus, P6.801 million; other pays, P907,000. The company said “all other officers and directors as a group unnamed got P29.553 million—salary, P21.935 million; bonus, P5.159 million; other pays, P2.458 million—in 2009 to 2010  and P32.778 million—salary, P25.771 million; bonus, P6.182 million; other pays, P907,000—in 2010 to 2011. In 2011-2012, they will receive P38.633 million—salary, P30.925 million; bonus, P6.801 million; other pays, P907,000. POPI’s financial year ends on June 30. Tutuban Properties Inc., a POPI subsidiary, took over in 1999 the 25-year lease of the PNR property from Gotesco Land Inc., which will expire on September 5, 2014. TPI has signed a new 25-year lease with PNR to start after the expiration of the first lease in 2014.

No dividend policy. Businessman Lucio Co shared with the public the ownership of his retail outlet Puregold Price Club Inc., by selling shares through an initial public offering (IPO). The family-owned store went public and listed its shares on the Philippine Stock Exchange after distributing 382 million shares via a stock dividend to the Co family in 2010. This dividend left the company with retained earnings to P597.48 million as of December 31. 2010. As of June 30, Puregold has piled up retained earnings of P1.381 billion including net profit of P782.80 million in the first six months of 2011. But Puregold said in a regulatory disclosure that the existence of this surplus is no assurance that it will declare dividend because it “has not established a specific dividend policy.”

It added that “the board shall determine the amount, type and date of payment of the dividends to shareholders taking into consideration various factors,” such as the level of cash earnings, return on equity and retained earnings; its results for, and its financial condition at the end of the year, the year in respect of which the dividend is to be paid and its expected financial performance; the projected level of capital expenditure and other investment plans; and such other factors as the board may deem appropriate. And the most important of all these factors, according to the same filing, is “the restriction of payment of dividends that may be imposed on it by any of its financing arrangements and current and prospective debt service requirements.”

 


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