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From
creditor to stockholder.
Deutsche Bank AG was one of the bank creditors of
Victorias Milling Co. Inc., (VMC) which encountered
financial crisis in the 1990s and which the Securities
and Exchange Commission (SEC) placed under
receivership/rehabilitation. Failing to collect its
exposure, Deutsche Bank—along with VMC’s other
lenders—agreed to convert P1.10 billion of their loans
into 68.92-percent equity in 2002. The debt-to-equity
swap resulted in Deutsche Bank AG London and Deutsche
Bank AG Manila owning 104.009 million VMC shares, or
6.52 percent, and 60.213 million VMC shares, or 3.77
percent, respectively, of the total 1.596 billion
outstanding shares. The shares, which these lenders now
hold, are better than not getting anything from the
failed company, which used to be more popularly known as
Vicmico. VMC shares were last traded on October 8, 1997,
when its price closed at P0.29.
Buying
more.
Deutsche
Bank has since been buying VMC shares. Two filings
posted on the Philippine Stock Exchange (PSE) web site
listed different numbers. In one, VMC said as of
November 30, 2007 Deutsche Bank AG London, as record
stockholder, held 246.538 million shares, or 15.4471
percent. In another disclosure, it held, as of the same
date, 201.11 million VMC shares, or 12.60 percent. The
latter filing also contained “Singaporean” as the
citizenship of the owner. It was not clear in the report
if Deutsche Bank is both the record and beneficial
stockholder. In PCD Nominee Corp., it acts as trustee
for investors who buy shares in listed companies through
PSE’s stockbrokers.
Ownership change.
Deutsche
Bank AG London reported to regulators in a “statement of
changes in beneficial ownership of securities” that it
sold 246.538 million VMC shares on May 7, 2008 to CVI
GVF (Lux) Masters S.A.R.L. The sale ended the status in
VMC disclosure as a stockholder. The shares sold
represent 15.4477 percent of VMC’s outstanding shares.
The filing, which was posted on the PSE web site on June
13, 2008, did not indicate the selling price. It was
simply marked “D” which stands for “disposed”—the other
choice in the form is “A” for “acquired. In a separate
disclosure, CVI GVF, as the buyer, informed regulators
of its “acquisition” but did not state the amount
involved in the transaction.
Reaction.
Here is a portion of the letter of Forum Pacific Inc. (FPI)
to the Philippine Stock Exchange (PSE) in connection
with the penalty it paid the Securities and Exchange
Commission. The story appeared in By the rule, on July
22: “…we wish to clarify that trading of FPI shares at
the PSE and the registration of its securities with SEC
were suspended for late filing of reports, and the delay
in submitting the reports was due to administrative
difficulties encountered by FPI, and not because FPI
defied nor ignored the SEC…The SEC denied the request of
FPI to pay monetary penalties in lieu of revocation of
the registration of its securities.
Notwithstanding said denial, FPI nonetheless paid the
amount of P1.234 million in support of its request for
the lifting of the SEC order revoking the FPI’s
registration of securities/ permit to sell securities.
FPI’s request for lifting of SEC’s order is still
pending with the SEC.”
SEC
action.
FPI’s majority and minority stockholders may have to
wait a little longer for the lifting of the suspension
and revocation of the registration of its securities.
They may also want to open the SEC web site and click
the files on lifting of revocation order and see how
“fast” SEC officials move. In the case of First United
Broadcasting Corp. (FUBC), the SEC reinstated the
company’s registration as a stock corporation on
February 19, 2008. FUBC sought the lifting of the SEC’s
revocation order, which was issued in 2003, late last
year. For the information of the public, should not the
SEC indicate the date when a petition or request for
reinstatement of a company’s SEC registration was filed
with the commission? In this way, the taxpayers and
public investors who trade on the shares listed on the
exchange will know how efficient SEC officials are as
securities regulators who should also be as transparent
as the companies they regulate. |
