Listed sugar firm Roxas and Co. Inc. has declined to identify the buyers of treasury shares it sold early this year, citing provisions of the Data Privacy Act.
According to the listed company, such are outside the mandatory disclosure to the Philippine Stock Exchange since its number falls below the threshold level.
One shareholder at the RCI annual stockholders’ meeting inquired if 66.93 million treasury shares were sold on 16 January for 44 centavos a share to Maria Carmen Roxas Elizalde and if this person was related to any RCI director or officer.
Carmen Elizalde is the mother of RCI directors Santi and Patxi Elizalde.
“The matter relating to the disclosure of shareholders is subject to the Data Privacy Act and does not have to be disclosed,” RCI chairman Pedro Roxas said.
“When it comes to disclosing the identities of who our stockholders are, our disclosure obligation under the 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 said.
Also, Roxas said the treasury shares acquired by Stonebridge Corp., a company chaired by Gizela Gonzalez-Montinola, were sold on installment basis.
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.
As to whether the price was discounted, he said, “At the time that the sale was agreed upon, the P2 per share was a 35 percent premium to the 30 day volume-weighted average price, and also a 60 percent premium to the 60 day VWAP,” he said.
In selling treasury shares, Roxas said the board uses its judgment and discretion to decide who to sell the shares to and at prices agreeable to the board.
“We always use our best judgment and we use data from the market to price the sale of treasury shares. We have made all the proper disclosures on all these transactions,” he said.
On informal settlers on RCI land prospectively displaced by developing the property in Nasugbu, Batangas, Roxas denied the presence of some 50,000 residents in the area affected by a Department of Agrarian Reform order.
“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,” Roxas said.
