San Miguel pays P2.5-M penalty to SEC


Posted at Jan 21 2011 07:20 AM | Updated as of Jan 22 2011 07:38 AM

MANILA, Philippines - Diversifying conglomerate San Miguel has paid the Securities and Exchange Commission its P2.5 million fine for late filing.

In a disclosure to the stock exchange, San Miguel said the fine -- P2,544,474.60 to be exact -- was the penalty slapped by the corporate regulator for its delayed submission of a report on the ownership changes in a subsidiary.

Ownership changes in listed companies trigger the SEC requirement of the submission of Form 23-B (Statement of Changes In Beneficial Ownership of Securities).

"This penalty arose from the stock dividend declaration of San Miguel Pure Foods Company Inc [that] resulted in the change in the ownership of [San Miguel Corp] in [Pure Foods]," it said in the disclosure.

Pure Foods submitted its Form 23-B on Oct. 8, 2010.  

The declaration of an 18% stock dividend declaration occurred on June 22, 2010.  

"[Pure Foods], being a publicly listed company, was mandatorily required to lodge the shares corresponding to the stock dividend declaration as a pre-condition to listing," the disclosure said.

Listing preferred shares

The stock dividends, which were paid out on July 26, translated to additional 28 million shares to San Miguel. 

This increased San Miguel's stake in Purefoods from 83.09% to 99.92%.

San Miguel now owns over 166 million shares in Purefoods from 138 million.

Pure Foods said in September it would sell preferred shares and its subsidiaries would issue bonds to fund expansion and investments after San Miguel had failed to sell a minority stake in it to investors.

On Dec 29, 2010, the SEC gave Pure Foods its approval for the reclassification of 40 million common shares into preferred shares.

Three weeks before, the Pure Foods board approved plans to offer 25 million preferred shares to the public.  

With SEC's nod, it could proceed to make the offer in Feb. 2011 andlist them by March.  

Pure Foods expects to raise about P15 billion from the listing.  

Of the proceeds, almost P4 billion will be paid to parent San Miguel for the transfer of some food-related brands and the Vietnam food business to Pure Foods.

The rest will be used for Pure Foods' diversification into power, water and other utilities to mirror the strategy of its parent.  

However, it is stil uncertain if the listing of the preferred shares will lift Pure Food's current public float of 0.1%

The Philippine Stock Exchange requires that listed firms meet the minimum public float of 10%.