Bourse rejects Calata’s plan to spin off assets

October 17, 2017 - 3:00 AM
The trading floor of the Philippine Stock Exchange. (Reuters file photo)

MANILA – The Philippine Stock Exchange (PSE) rejected the move of delisting-bound Calata Corp. to spin off its assets, but signaled it may “bend its rules” if the embattled agribusiness firm will pursue a tender offer for its minority shareholders, the bourse chief said.

After the PSE initiated delisting proceedings against the company, Calata sold 81% of the company to Millennium Global Holdings, Inc. (MGHI). The shares will be taken from the increase in authorized capital stock by up to 10 billion common shares with a par value of P1 apiece, subject to the approval of the Securities and Exchange Commission.

Following the acquisition, Calata will then transfer all its assets and liabilities to Agriphil Corp. and/or a private firm.

“We told them this not workable… It’s impossible,” PSE President and Chief Executive Officer Ramon S. Monzon told reporters on the sidelines of the Shareholders Association of the Philippines on Monday.

“Millennium is a listed company so that listed company is a holding company not doing anything. [Their only] activity is owning the subsidiary that is (Millennium Ocean Star Corp.) so ngayon ililipat niyo sa Calata. Anong magyayari sa Millennium? Magkaka-chain listing ka. Bawal ’yun [and now you are transfering it to Calata. What will happen to Calata? You’ll be having chain listing, which is prohibited].”

The PSE’s chain listing rule states that a subsidiary or a parent company of an existing listed issuer will not be suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing listed issuer.

MGHI is using Calata to purchase the business of its subsidiary MOSC, an exporter and importer of seafood and aquaculture products in both the local and international market.

MGHI reported revenues of P1 billion in the first six months of the year, which it attributed to “MOSC’s import/export and processing of marine goods and other related products.”

MGHI owns 51% of another company, Cebu Canning Corp.

“The message we really gave them… is if you are really concerned about the small shareholders, sabi ko [I said], the PSE is going to bend its rules. Gawin nating [Let’s make it] voluntary (delisting) so that you can come back anytime, but you do a tender offer,” Mr. Monzon said. “We’re waiting for their reply,” he said.

Last July, the PSE initiated involuntary delisting proceedings for Calata after the firm committed 29 violations of Section 13.1 of the PSE Disclosure Rules from Nov. 29, 2016 to June 20. It also incurred 26 violations of Section 13.2 of the same rules from Oct. 6, 2016 to March 16 and from April 26 to May 2.

The violations were related to the timely disclosure of the disposition of shares by a company’s directors and principal officers and disclosure of updates of previous disclosures on material information that may affect investor decision.

Calata was also found to have violated the so-called blackout rule which prohibits directors and principal officers who have obtained material non-public information to trade their company’s shares within a prescribed period.