SEC set to absolve SM Investments from charges of disclosure violation

SM Investments Corp. (SMIC), the listed investment holding company of retail magnate Henry Sy, may be absolved from charges it breached disclosure rules with respect to a court case involving a property owned by its 93 percent-owned subsidiary Manila Southcoast Development Corp. (MSDC).

A Securities and Exchange Commission (SEC) official said an investigation by the Corporation Finance Department showed that SMIC might not have violated the agency’s disclosure rules since the property involved accounts for only less than 10 percent of the holding company’s assets and thus not considered material information.

The Securities Regulation Code requires all listed corporations to disclose any known trend, event or uncertainty that may have adversely affected their financial standing.

The SEC official said that while the property, valued at P12.3 billion, is SMIC’s fourth largest asset in terms of value, it represents only less than 10 percent of total company assets.

The investigation stemmed from a complaint filed by Domingo Villafranca and Nomer Del Mundo, who claimed ownership of MSDC’s Hacienda Looc, a 57.5-hectare seaside property in Nasugbu, Batangas. The complainants alleged that SMIC misrepresented that MSDC holds clean land titles on the Batangas property.

The complainants added that Hacienda Looc is under legal dispute, with its titles faced with a pending lawsuit. They said the undisclosed information are material facts that "will materially affect the value and marketability of the shares of the SM Group."

SMIC, however, pointed out that the cases involving MSDC’s property had already been dismissed by the Nasugbu Regional Trial Court due to forum shopping and lack of jurisdiction over the issue. Jurisdiction on the property reportedly belongs to the Department of Land Reform, the court said.

SMIC said MSDC was granted a permit in November last year to develop the property for leisure and tourism activities. The property was acquired from the government through a public bidding in 1994.

The SEC approved SMIC’s registration statement in February, which paved the way for the listing of the company’s shares last March 22. Proceeds from the public offer had been earmarked for the development of the final phase of Mall of Asia in Manila and leisure resorts.

SMIC holds the SM Group’s interests in tourism, department store operations, financial services, and real estate development.

SMIC plans to develop mixed-use complexes in Cebu, Tagaytay, Baguio and Metro Manila, which include hotels, convention centers, shopping malls, leisure and entertainment facilities.

The SM Group owns and operates 19 malls nationwide and expects to open two or three more each year through 2008. The group has also invaded the booming China market with a mall in Xiamen, and it is opening two more malls in the mainland over the next two years.