Omico Corp defies SEC, holds stockholders' meeting

Publicly-listed mining firm Omico Corp. defied the cease and-desist order (CDO) issued by the Securities and Exchange Commission (SEC) and proceeded with its annual shareholders’ meeting and board election yesterday, asserting its position that intra-corporate squabbles are no longer under the jurisdiction of the corporate watchdog.

The CDO, dated Oct. 25, barred Omico from accepting and including the objected proxies in determining a quorum and electing directors in its Nov. 3 annual meeting. This was in response to a petition filed by a group of shareholders led by Philippine Stock Exchange (PSE) director William Ang calling for the invalidation of proxies issued by some brokers in favor of Omico president Tommy Kin Hing Tia (president of Omico).

Elected as board directors were Tommy Tia (president), Antonio Lopa (chairman), Martin Q. Dy Buncio, Solomon S. Cua, Erwin G. Tan, Anna Mei Nga Tia, Juan Jose Rodom T. Fetiza, Emilio S. Teng (corporate secretary), Juana Lourdes M. Buyson and Nelson K. Co and Wilfrido E. Sanchez (independent directors).

“We haven’t seen the CDO. Neither of the directors were sent a copy of the CDO,” Teng said as he justified Omico’s decision to proceed with the board elections.

He also reiterated Omico management’s position that the issue is an intra-corporate dispute that falls squarely within the jurisdiction of the regular courts.

With the issuance of the CDO, Omico is preparing to file a petition for certiorari with the Court of Appeals, questioning the assumption of jurisdiction by the SEC. “We’re just fighting for what is right,” Teng said.

He said the bone of contention is whether Tia solicited proxies or not.   “The proxies were given to him by brokers voluntarily. He has a lot of friends from the brokerage industry,” he said.

He also took a hit at Ang for having allegedly solicited proxies given his position in the PSE. “Can you be a regulator and still want to take control of a listed company,” Teng said.

Tia, meanwhile, pointed out that the company has been very transparent to Ang and provided him with all information he requested. “We did not withhold any single information from him,” he said.

Ang, however, said he would file a petition with the Regional Trial Court of Pasig, questioning the validity of the annual meeting and elections of directors. “We have no other recourse but to go to the court. They disobeyed and defied the SEC order,” said Ang, who, together with clients of Astra Securities, owns more or less 19 percent of the mining firm.

He admitted he was interested in taking over the company but failed to get the support of shareholders as he didn’t submit proxies for the Nov. 3 annual meeting. He said he was blocked from the nomination process which is still subject of a case pending with the SEC. “The intent was to take over the company,” Ang said.

A top SEC official, meanwhile, said the commission has yet to decide on what to do with Omico for defying its order. “We will do everything available to us by law that’s for sure,” the official said.

Ang’s petition with the SEC claimed that the brokers, as proxy issuers, did not get the required express written authorization of their clients when they issued the proxies and that the proxies were not accompanied by a certification under oath representing the consent of the persons in whose accounts the shares are held in violation of securities rules.

As this developed, Omico shares jumped 33.33 percent yesterday on turnover of 617 million shares valued at P4.85 million, making it the top gainer in the stock market yesterday. 

“The market has spoken and very resoundingly in favor of the results of the elections,” said Tia.