UOBP minority stockholder accuses Espiritu of engaging in ‘dummy deal’

A minority stockholder of United Overseas Bank of the Phils. (UOBP) has accused former Finance Secretary Edgardo Espiritu and his associates of engaging in dummy deals, a charge that has been denied by the lawyers of the Espiritus.

The minority stockholder also called on the Bangko Sentral ng Pilipinas (BSP) to investigate the reported settlement between the bank’s majority stockholders and Espiritu Group.

In a press statement, lawyer Roan Libarios claims the same dummy deal "is now being used to deprive the group of its rightful share in UOBP."

Libarios represents a small group of stockholders of UOBP, which is majority owned by the United Overseas Bank Ltd. (UOBL) of Singapore.

The complaining minority stockholder is the Farmix Group which is composed of Farmix Fertilizer Corp., Pearlbank Securities, Manuel Tankiansee, and Juanita Uy Tan.

The Farmix Group says it controls 10.4 percent of UOBP, a claim that is being disputed by the Espiritu Group which says that the former owns only 7.66 percent.

The Espiritu Group consists of Espiritu himself, his son John, Jollibee chairman and president Tony Tan Caktiong and his brother William who said they are in control of 33 percent of the company.

This was disputed by Libarios who said that Tan Caktiong himself admitted in his sworn statement before the Australian Adjudication Tribunal also known as the Australian Commerce Dispute Center (ACDC) in Sydney that he agreed to act as dummy for the Espiritu Group.

Libarios said Tan Caktiong agreed to the arrangement as a favor to Espiritu who was his family’s partner in its Jolibee operations in the US. The Farmix Group counsel said Tan Caktiong even quoted Espiritu as saying "I need someone who can act as trustee and hold the remaining 33 percent equity in the bank."

The ACDC stepped into the picture when the UOBL filed an international arbitration case versus the minority group on its failure to reach a buy-out agreement.

Libarios claims that officials of both UOBP and UOBL were aware of the dummy arrangement.

These accusations were all denied by lawyer Francis Lim who described the Farmix owners as a Johnny-come-lately tandem who refused to pay their share of the filing fee.

Citing court records, Lim stressed that the buyout of Espiritu and Tan Caktiong equity in UOBP "is aboveboard and in accordance with law."

In July this year, the minority group sold out its stake to UOBL for P1.4 billion after signing a memorandum of agreement after months of internal squabbling.

The Singapore group also agreed to drop all its claims versus the minority group for the sake of the bank.

However, the Farmix Group claims that Espiritu’s group refused to give them their share of the proceeds of the buy-out.

"The Espiritu Group continue to insist that the share of the Farmix Group is only 7.66 percent when records show that the group owns 10.36 percent. The offer is manifestly unjust, lopsided and heavily in favor of the Espiritu Group," the Farmix counsel said.

Last week, Rep. Emmanuel Joel Villanueva in a House of Representatives resolution said the Espiritu group and the Singapore investors led by bank president Chua Teng-Hui and bank chairman Wee Cho Yaw would be summoned to shed light on the buy-out deal.

The resolution directs the House committee on banks and financial intermediaries to conduct an inquiry on the reported settlement between the different parties. It further noted that there seems to have been "unsound banking practices" in the buyout deal prejudicial to the small investors.

The Farmix Group had also appealed to the BSP to compel the UOBP to disclose the reported settlement with the UOBL-UOBP and the Espiritu Group.

"The continued refusal of the UOBP and the Espiritu Group is patently unfair to the minority stockholders and amounts to conducting business in an unsound manner," the statement added.