THE Government Service Insurance System has sought the trading suspension of Metro Pacific Investments Corp., in addition to filing a criminal complaint against its key officials, over the worsening shareholders’ fight in Manila Electric Co.
GSIS chief legal counsel Estrella Elamparo said the so-called call option agreement between Metro Pacific and First Philippine Holdings Corp. was designed to prevent Metro Pacific from conducting an expensive tender offer for the rest of Meralco’s shares.
“[Metro Pacific’s] purchase of the 6.7 percent of Meralco shares of First Holdings disguised as a loan cum call option is clearly a device, scheme or artifice calculated to circumvent the mandatory rules on tender offer with no other purpose but to defraud and deceive the investing public,” Elamparo said in the complaint filed with the Philippine Stock Exchange yesterday.
Early this month, Metro Pacific obtained an agreement with the Lopez-owned First Holdings for the acquisition of First Holdings’6.7-percent interest in Meralco.
In exchange for an P11.2-billion loan to First Holdings, Metro Pacific was extended a call option on about 74.6-million common shares of Meralco at P300 a share.
A call option is a financial contract between a buyer and a seller, in which the buyer has the option to buy stocks at a specified time in the future.
Before sewing up the option on the 6.7-percent bloc, Metro Pacific and its sister firm, Pilipino Telephone Corp., already controlled 34.7 percent of Meralco.
If Metro Pacific exercises the call option, the group’s combined stake would reach 41.7 percent, well over the tender offer threshold of 35 percent that would require a buyer, in this case Metro Pacific, to extend the same offer to the rest of Meralco’s shareholders.
Elamparo said Metro Pacific on Oct. 6 declared that the company acquired a 10.2-percent Meralco bloc from the PLDT Beneficial Trust Fund and New Gallant, another 2.8 percent from Crogan, and another 1.7 percent from the open market.
In a subsequent Nov. 10 disclosure, Metro Pacific reported that the entire 14.7 percent had been acquired in the open market, thus exempting the company from the tender offer rule—an interpretation being disputed by GSIS.
Its complaint to the Stock Exchange aside, the pension fund said it had also filed a criminal complaint in Pasig City against Metro Pacific corporate information officer Melody del Rosario for falsifying documents due to the alleged contradicting disclosures.
It said it had also filed another a criminal complaint against First Holdings corporate secretary Enrique Quiason for his refusal to provide the pension fund with company records and documents on the call option agreement between First Holdings and Metro Pacific.
Del Rosario sent a text message saying the company had not yet received a copy of the complaint.
“Metro Pacific has always endeavored to abide by the rules and standards of disclosure required by the Exchange for the benefit of its investing public,’’ he said.
“We will issue the proper disclosure of Metro Pacific’s response as soon as we get hold of the GSIS’ complaint.”
