WPI acquired 75 percent of Acesite, the controlling owner of the Manila Pavilion hotel, in Oct. 2003 but had difficulty installing its nominees to the board pending the resolution of a case filed by the Acesite Group contesting the sale of shares which were pledged to the Equitable-PCIBank (EBC).
Last June 3, however, the Makati Regional Trial Court issued an order directing the stock transfer agent of Acesite to transfer 74.89 million shares (representing 75 percent of Acesite) in the name of EBC to WPI.
These shares had been pledged by Acesite Ltd. to secure certain loans granted by EBC to affiliated companies of the Sino-i.com group.
Exercising rights over these shares, WPI successfully appointed its nominees to the board of Acesite in a meeting held yesterday.
The new board directors include Renato Magadia, Rexlon Gatchalian, Kenneth Gatchalian, Elvira Ting, Arthur Ponsaran, Arthur Lopez, Pablo Gancayco, Angel Umali, Lamberto Mercado Jr., Gwendolyn Feliciano, and Philip Encarnacion.
Lopez was elected chairman of the board while Magadia was appointed as vice-chairman. Rexlon Gatchalian, on the other hand, was elected president.
Acesite, however, stands to be fined by the SEC as it held the meeting without complying with the provisions of the Securities Regulation Code with respect to the notice and conduct of meetings.
According to the SEC, the company failed to file its information statement and distribute the same to its stockholders in accordance with the src.
The SEC said it had ordered Acesite to conduct the meeting in accordance with the Corporation Code and the provisions of the src.
"The Commission is duty bound to enforce the provisions of the law it is mandated to implement and it will not hesitate to impose the appropriate sanctions for violation thereof should the annual stockholders meeting proceed without the company filing the required report and distributing the same to the stockholders as required by the rule," the SEC said.
SEC said WPI would also be required to make a tender offer to the remaining shareholders of Acesite now that it has completed the acquisition of a controlling stake in Acesite.
The Acesite group protested the sale of shares to WPI on the ground that they were not informed beforehand of the deal by EBC. They also stressed that they were not aware that the said shares pledged to EBC have been foreclosed since the company has not received any notices of default nor foreclosure from the bank.
WPI is the investment holding company for the hotel, leisure and tourism businesses of the Wellex Group of businessman William Gatchalian.
Acesite on the other hand, is controlled by a group of British and Hong Kong businessmen thru Sino-i.com and Evallon Investment Ltd., both listed at the Hong Kong Stock Exchange.