PLDT involves US SEC on FPC deal

Following up on the Securities and Exchange Commission’s (SEC) letter-request to disclose the identity of the parties in the Gokongwei-First Pacific deal, the acquisition target itself – Philippine Long Distance Telephone Co. (PLDT) – has demanded the same disclosure policy from both parties as it elevated the issue to the US SEC.

In a June 19 letter to both the Gokongwei group and Hong Kong’ First Pacific Co. Ltd., PLDT corporate secretary Lourdes Rausa-Chan reiterated that the company "will consider undertaking additional measures to protect the interests of all PLDT shareholders and prospective security holders of PLDT," if it could not be assured of a full and fair disclosure with respect to the proposed transaction.

The Philippine SEC has written business tycoon John Gokongwei Jr. to disclose the identity and composition of the "Gokongwei group" in line with Sec. 18 of the Securities Regulation Code requiring the filing of such report in the acquisition of more than five percent equity in a listed company.

However, Gokongwei, in his personal capacity, wrote back that he and/or the Gokongwei group were not bound to make disclosures generally required of reporting persons or beneficial owners under the SRC.

Gokongwei’s personal lawyer Perry Pe added the SEC has no jurisdiction over the Hong Kong-listed First Pacific nor the Gokongwei group, which is just an aggrupation and not a legal entity yet.

The Gokongwei family controls a vast conglomerate, among them publicly-listed holding firm JG Summit Holdings, Digital Telecommunications, Robinsons Land and Universal Robina, but none of them is directly involved in the First Pacific deal.

The said deal involves the binding agreement by both parties to form a $925-million joint venture, with the Gokongwei group controlling a two-thirds stake, to take over 24.47 percent interest in PLDT and 50.4 percent of Bonifacio Land Corp., the private developer of the Bonifacio Global City.

But the PLDT counsel said as far as the US SEC rules are concerned, the reporting persons (in this case First Pacific) have the responsibility under Schedule 13D to disclose all material information relevant to the deal. PLDT’s American depository shares are listed at the New York Stock exchange and are thus under the jurisdiction of the US SEC.

Rausa-Chan said First Pacific made "material misstatements or omissions" when it filed the amendment to Schedule 13D on june 11 since aside from the failure to identify the parties, the memorandum of agreement (MODA) was not furnished.