SEC probes Villar's stock sale


Posted at Apr 23 2010 04:51 PM | Updated as of Apr 25 2010 01:25 AM

NP bet denies pressuring PSE board

MANILA, Philippines (1st UPDATE) - The Securities and Exchange Commission (SEC) is investigating allegations that Nacionalista presidential candidate Manuel "Manny" Villar profited illegally from the sale of his company's shares, but the ruling will not come out until June, after the national elections.

"Hindi porket may alingasngas, magrurule na kami, dumadaan yan sa masusing pagsusuri, hindi naman dini-dribble o iniiwasan (We are not avoiding the issue. We don't give out a ruling because there is (political) noise. This has to go through a rigorous investigation)," said SEC spokesperson Atty. Gerard Lukban.

Critics of Villar have accused him of pressuring the board of the Philippine Stock Exchange (PSE) to approve the application for an initial public offering (IPO) of Vista Land & Lifescapes Inc., the holding firm for the real estate businesses of the senator's family.

They said some of the shares sold during the IPO were subject to a lock-up period.

Earlier Friday, Ernesto Francisco, lawyer for another presidential bet and Villar rival Jamby Madrigal, urged the SEC to speed up its investigation into the issue to avoid suspicion it was protecting the senator.

Francisco said he wrote the SEC as early as March 16 about the anomalies in Vista Land's IPO transactions, but the commission acted on his request only last April 21.

"The SEC is thus urged to fast-track its investigation of this irregularity if only to avoid suspicion that it is protecting Senator Villar or worse, that it is trying to cover up its own participation in this irregularity," he added.

Vista Land claims to be the largest home builders in the country. It has spawned the wealth of Villar, the biggest advertising spender among presidential contenders.

Before Vista Land sold it shares to the public, it obtained approval from the SEC.

Shares under lock-up

In June 2007, Vista Land listed 3.11 billion common shares, which were valued at P6.85 per share. After listing, Vista Land sold 2.12 billion shares, while its existing shareholders sold 985.994 million shares. 

Some of the shares owned by the existing shareholders--which are firms also part of the Villar Group--were under a lock-up period of 6 months. 

A lock-up agreement prohibits existing shareholders who have at least 10% stake in a company from selling their shares for a period of time. This is to protect the investing public by limiting the supply of shares available for trading to provide support to the issue price.

Francisco said that with Vista Land now trading at P2 apiece, "those who bought the 3.11 billion Vista Land shares at P6.85 may have lost a staggering total amount of P15.06 billion during the IPO conducted just 3 years ago."

On Thursday, former President Joseph Estarada and Senate President Juan Ponce Enrile accused Villar of pressuring the PSE board to release 29.28% of Vista Land shares in lock-up to enable the company to sell this as part of its secondary public offer. (Read: Estrada, Enrile: Villar pressured PSE board for financial gain)

They said Villar personally appeared before the PSE board.

Villar was the Senate president and had no direct stake in Vista Land at that time. Enrile took over his position in the upper chamber in November 2008.

No irregularity

In an interview with ABS-CBN News on Friday, Villar denied there was irregularity in his meeting with the PSE board back in 2007.

He said this was just "normal" because his family owns many corporations. He added that the PSE was a private company, not a government agency, the reason why he could not have had any influence on its decisions.

"Hindi totoong binraso ko, nareject nga kaya 'di ko pinilit. 'Di ko maimpluwensiyahan ang isang private entity, nagkuwentuhan lang kami (It's not true that I pressured the PSE board. In fact, my request was rejected. We just talked," Villar said.

Former PSE chairperson Vivian Yuchengco backed Villar's arguments, and dismissed the whole issue as mere plan to derail his presidential bid.

She said Vista Land's IPO underwriter told the senator that he might be exempted from the lock-up rule.

"Villar wanted to talk about this lock-up. UBS (underwriter) and his lawyers told him he would be able to get exempted. This is what he tried to do. No threats were made. The PSE stood its ground, no exemption for Villar. The PSE always stands by its rules," Yuchengco said.

Villar's lawyer, Nalen Galang, has explained that the lock-up period rule did not really apply on the Vista Land shares that were sold.

She said that after Villar's request to release 29.28% of Vista Land shares in lock-up was disapproved, he asked that his firm, Polar Property Holdings, be allowed to sell shares instead. Polar Property owns less than 10% of Vista Land, according to Galang.

Shareholders not allowed to donate

Meanwhile, Francisco said Villar used part of Vista Land's IPO proceeds to fund his campaign, a move prohibited by law.

Vista Land's IPO raised a total of P21.28 billion, of which P14.52 billion, representing new shares, went to Vista Land; and P6.75 billion, representing secondary shares, went to existing shareholders Polar Property Holdings Corp., Althorp Holdings Inc., Golden Haven Memorial Park Inc. and Cambridge Group Inc., and foreign companies Calveston Investments Limited and Cameron Global Limited.

In an earlier interview with ANC's Headstart, Villar admitted that more than P8 billion of the amount went to him after payment of taxes.

"The local corporations and foreign companies which sold Vista Land shares are all prohibited by law from giving contributions to Senator Villar or to any other candidate in the May 10 national elections," Francisco said.

"This is the reason why on April 12, I formally asked the Commission on Elections to investigate the source of funds of Senator Villar. Further, on April 19, I filed a formal complaint against Senator Villar for the commission of an election offense, i.e., receiving/using prohibited contributions," he added. - With reports from Alvin Elchico and Maiki Oreta, ABS-CBN News