Roxas & Co. Inc. (RCI) has declined to identify the buyers of its treasury shares citing the Data Privacy Act and that these are not required to be disclosed to the Philippine Stock Exchange.
During the firm’s annual stockholders’ meeting, a shareholder asked if 66.93 million treasury shares were sold on January 16, 2024 at 44 centavos per share to Maria Carmen Roxas Elizalde and if she is related to any RCI director or officer.
Mrs. Elizalde is the mother of RCI directors Santi and Patxi Elizalde but RCI Chairman Pedro Roxas responded that, "The matters related to the disclosure of the shareholders is subject to the Data Privacy Act and does not have to be disclosed."
“When it comes to disclosing the identities of who our stockholders are, our disclosure obligation under the SRC (Securities Regulation Code) arises only if the 5 percent threshold is reached. The treasury shares that were referred do not reach this threshold.
“We respect the privacy of our counterparties in our transactions. However, we can assure the shareholder that the treasury share transactions are above board. They were properly approved. The terms and conditions were (set at) arms-length,” he added.
Meanwhile, Roxas said the treasury shares acquired by Stonebridge Corporation, a company chaired by Gizela Gonzalez-Montinola, were sold on installment payments while his (Roxas’) advances were converted into shares under a special contract approved by the RCI board.
"The payment was done according to the agreement with the shareholder. The payment was done. It doesn't really matter when it was paid. The payment was done and the transaction was concluded. I do not have to confirm when the payment was done. The payment was done on installment," he said.
In response to questions that the price was discounted, he said that, “At the time that the sale was agreed upon, the 2 pesos per share is a 35 percent premium to 30 day VWAP or volume-weighted average price, and also a 60 percent premium to the 60 day VWAP.”
Roxas noted that, in selling the treasury shares, "The board uses its judgment and discretion to decide who to sell the shares to and at the prices that are agreeable to the board. We always use our best judgment and we use data from the market prices for the sale of the treasury shares. We have made all the proper disclosures on all these transactions."
On the subject of informal settlers in RCI land who will be displaced by the firm’s developments in Nasugbu, Batangas, Roxas denied that there are 50,000 residents in the area that are affected by an order from the Departmetn of Agrarian Reform. “There are not 50,000 residents in the affected areas," he said.
Asked by a shareholder if additional compensation will be given to the DAR beneficiaries and informal settlers, Roxas said that "we are waiting for the DAR to complete the transaction. There is nothing for us to discuss with the beneficiaries, we are following the DAR ruling."
RCI also issued a statement threatening legal action against Nasugbu Mayor Antonio Jose Barcelon “for issuing inaccurate and malicious statements” against the firm.
In two separate letters addressed to the mayor's office, RCI refuted Barcelon's earlier claims that RCI had unpaid real property tax (RPT) dues to the city, a claim which the company denounced as "not only outright malicious, but lacks basis in fact and in law."
Apart from “never receiving any official statement of account, notice, billing, or even an appraisal from the Nasugbu municipal government or the Batangas provincial government", RCI pointed out that the properties with unpaid RPT "were those previously distributed to agricultural reform beneficiaries, thereby divesting RCI with possession and control over the same."