Holderfin B.V., the buyer of the tendered shares of Holcim Philippines, should come out clean in its purchase of the now-delisted shares of stock of the cement company. After all, the hallmarks of business dealings from companies in the West are governance as well as transparency issues where China walls are part of the buzzwords in transactions these firms get into.
It is thus disheartening to learn of the lack of transparency in the way Holderfin, B.V., a company headquartered in Amsterdam, Netherlands, and owned 100 percent by a Swiss company Holcim Ltd, conducted the tender offer. We understand that after the initial proceeds were paid to the tendering shareholders, no communication has been made to the shareholders insofar as the “unpaid” amounts are concerned.
The unpaid amount actually represents more than 25 percent of the purported proceeds from out of the P5.33 tender offer price Holderfin B.V. has set forth and which were made as disclosures to the Philippine Stock Exchange, which also should share the blame in the chaotic way shareholders, mostly small-time investors, were made to go through the rigmarole of filling up many papers to get their money.
Holderfin B. V. has withheld more than 25 percent of the supposed proceeds that tendering shareholders have to get. Two investors, who have been shareholders for the dividends that Holcim usually pays, were paid P39,000 each for the 10,000 shares of Holcim that they own. They have been shareholders for more than 10 years and have reaped yearly cash dividends, save for the last two.
That represents 73.17 percent of the P53,300 that they are supposed to receive. One broker commented that the withheld proceeds were probably arrived at from the “thin air” of Switzerland since by any stretch of the imagination, the amount is so dismally low given the disclosures on the capital gains tax and documentary stamp taxes they have to pay.
Holcim Philippines said that the “Bidder shall not cover any cost of remittance of the proceeds of tendered shares. After deducting customary selling charges, the Tender Offer Shares will be transferred outside of the facilities of the PSE and the applicable tax is capital gains tax [CGT] and the following taxes will be imposed: Costs percent—Capital Gains Tax 15 percent of the net capital gain;—Documentary Stamp Tax 0.75 percent of the par value” which is P1.
Even assuming that the tendered shares were purchased at its par value of P1, the capital gains will amount to P43,300 on the 10,000 Holcim shares. Computing the capital gains tax will mean P6,495 that has to be deducted and for the documentary stamp tax, the amount is less than P1,000.
Thus, the unpaid amount, which in the case of the 10,000 Holcim shares amounted to P14,300 is more than the expected tax computations based even on the “unrealistic” assumption of a purchase of the Holcim shares at P1 per share.
This is unrealistic since it is possible that the shares were purchased at more than P10 per share since about 10 years ago, the Holcim share price went up to about P16 per share. So the shares cannot be said to have had capital gains having been bought at a price higher than the tender offer.
Holderfin B.V. has not made any communication on how much it charged the tendering shareholders on the capital gains, which it could have checked by way of looking at the books of its transfer agent.
Many shareholders have cried out their frustrations at the turn of events since they were being asked to submit their buying invoices when what can be done is just for Holcim Philippines to look at the date when an investor was issued a Holcim stock certificate.
We ask: Was it difficult for Holderfin B. V. and Holcim Philippines to provide the shareholders the said
important data that would have solved their woes in having their BIR registrations that would lead to smoother processing of their papers?
Many shareholders have voiced out their protestations on the matter of the tender offer as can be gleaned from the letters that top market analyst Merkado Barkada received. Given the company’s transparency and governance issues, the “what if?” question pops up: What if Holcim suddenly wakes up to a nationwide boycott of its cement products?