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WHOEVER
comes out the beneficial owner or owners of 33,133,064
shares in San Miguel Corp. will no longer get a seat on
the board of San Miguel.
Documents filed with the Supreme Court showed the big
block of SMC shares was equivalent to at least 31
percent of the company’s outstanding shares in 1986,
which would elect five directors in the 15-man board.
The same shares have been diluted to 1.056 percent of
3,135,834,461 outstanding shares.
But the
winner or winners in the ownership case pending
resolution by the Sandiganbayan would be richer by
several billions based on the present market value of
SMC shares, which, however, is lower than the P100
per-share price 21 years ago.
The
shares had grown to 132,532,256 shares, or 4.226 percent
of outstanding shares, but which would not even be
enough to get a board seat. At Monday’s P63.50 closing
price, the shares had a market value of P8,415,798,256
against P3,313,306,400 in 1986. The big increase came
from the implementation of a stock split in late 1980s
and the declaration of 100-percent stock dividend, which
were approved by the board then controlled by the
government through the Sorianos.
The over
31 million SMC shares were sold in a special block sale
on March 26, 1986, but which were placed under
sequestration by the Presidential Commission on Good
Government on April 7, 1986 “on the theory that they
belong to Eduardo Cojuangco Jr.”
Court
documents point to the sale as having violated two
executive orders of President Corazon C. Aquino on
February 28, 1986 and March 12, 1986, “which prohibit .
. . the transfer, conveyance, encumbrance, concealment
or liquidation of assets and properties acquired by
former President Ferdinand Marcos and/or his wife, Mrs.
Imelda Marcos, their close relatives, subordinates,
business associates.”
The
sequestration was not to stay for long however, when it
was lifted by the PCGG, allowing “the sale to proceed on
petition filed by SMC that these were “owned by 1.3
million coconut farmers.”
But
then, the government had a change of heart when the PCGG
again sequestered the shares on May 19, 1986 also on
SMC’s request, on suspicion that “the shares were owned
by an antagonistic block led by Mr. Cojuangco” and that
“the buyer, in truth, was a corporation owned by
Cojuangco, Neptunia Corp. Ltd.”
The
shares were sold by 14 of 17 companies under so-called
CIIF (Coconut Industry Investment Funds) group.
Cojuangco regains control
FORMER
Ambassador Eduardo Cojuangco Jr. regained control of the
15-man board of directors of San Miguel Corp. seven days
after former movie actor vice president Joseph Ejercito
Estrada took his oath of office as president on June 30,
1998.
What he
regained he has not lost since. Not even the second
people power in January 2001 that catapulted Vice
President Gloria Macapagal-Arroyo to the presidency in
2001 could oust Cojuango from his hold on SMC. The PCGG
had to wait for the 2002 annual stockholders’ meeting to
nominate and elect the five government men in the board
of San Miguel, according to a PCGG insider.
Cojuangco remains in control of San Miguel after ousting
the Soriano group on July 7, 1998, despite owning only
546,667,084 SMC shares, or 17.433 percent, consisting of
473,332,727 “A” shares and 73,334,357 “B” shares. The
block had total market value of P35,630,039,296.50 based
on closing prices of P63.50 for “A” and P76 for “B”
shares on Wednesday.
The
government, on the other hand, still elects five
nominees to the SMC board using 753,332,727 shares—or
24.023 percent, consisting of 446,452,536 “A” shares
valued at P28,349,736,036 (at P63.50 per share closing
price on Wednesday), and 306,880,191 “B” shares valued
at P23,362,078,976 at P76 per share. These shares are
held by 17 companies under the so-called CIIF.
In
addition, SMC also listed the PCGG as record stockholder
of 27,571,409 SMC shares, or 0.876 percent—divided into
19,324,884 “A” shares and 8,246,525 “B” shares.
In
controlling the management of San Miguel, Cojuangco
finds a strong ally in Japanese-owned Kirin Brewery
Ltd., which owns 628,640,175 B shares, or 19.969
percent. |