The Philippine Stock Exchange has ordered San Miguel Corp. to pay a fine of P50,000 for non-disclosure of the actual signing of the sale and purchase agreement with the Government Service Insurance System (GSIS) related to its purchase of the pension fund’s 27 percent stake in Manila Electric Co.
In a letter to San Miguel, PSE’s head for issuer regulation division, Roy Joseph Rafols, ordered the listed conglomerate to settle the penalty within five trading days from receipt of the letter.
"Otherwise, an additional of P1,000 shall be imposed for each trading day of delay of payment. Moreover, failure to pay within one month from the imposition of penalty will result in the implementation of trading suspension of the corporation’s shares," said Rafols.
He said San Miguel has violated the Revised Disclosure Rules of the bourse, which requires a listed company to promptly disclose not only the decision to carry out extraordinary investments but also the entering into financial or commercial transactions that might have a material impact on the listed company’s financial situation within 10 minutes from the receipt of such information or the happening of the said act, development or event.
"Although San Miguel believes that it has timely apprised the investing public on the matter when it disclosed on October 27, 2008, that its board has authorized management to enter into the agreement with GSIS and the signing of the agreement was done on the same day, it should be noted that the board authorization and the actual signing are two distinct separate events," said Rafols.
He added the closing date of the signing was relevant information because it would tell the investing public of the actual date for the delivery of the down payment ensuring that the planned acquisition of shares would materialize.
San Miguel, for its part, said while the disclosure did not mention the signing date, it contained "the material details of the transaction that the public should be aware of. The public has been timely apprised of the material investment by the company. We also note that in the company’s disclosure of November 5, 2008, we confirmed the execution of the agreement when we provided you with additional details of the transaction."