The Securities and Exchange Commission dismissed a complaint filed by Harbour Centre Port Terminal Inc. against Harbour Centre Port Holdings Inc. and Petron Corp. seeking to nullify the increase in capital stock of Manila North Harbour Port Inc.
The SEC said in its decision dated October 12 that “there is clearly an unmitigated forum shopping on the part of the complainant HCPTI.”
It cited a pending case in the Manila Regional Trial Court Branch 46 in which HCPTI was also seeking to void the increase in capital stock in MNHPI.
The SEC said in the SEC and the Manila RTC cases, “the primordial issue involved is one and the same, i.e. whether or not the increase of the authorized capital stock is null and void, the ultimate objective of which is the revocation and/or recall of the same, including the suspension of its implementation and the effects thereof.”
It said it also dismissed HCPTI’s case because it failed to include MNHPI, the main subject of the case, in the complaint.
“The basic tenet of due process tells us that North Harbour is a party which will stand to be benefitted or be injured by the judgment that may be rendered by the SEC,” the regulator said.
The SEC also ruled that the SEC’s Company Registration and Monitoring Department did not violate any rules when it approved the increase in capital stock of MNHPI from P1 billion to P3 billion.
“Insofar as the 15 December 2014 letter of Mr. Reghis Romero II alleging intra corporate dispute is concerned, the same parties pertains to the intra-corporate controversy in HCPTI and not in MNHPI,” the SEC said.
The board of directors and stockholders had approved an increase in MNHPI’s authorized capital stock from P1 billion to P3 billion, which the SEC cleared on February 18, 2015.
MNHPI was owned by HCPTI (45.5 percent), HCPHI (19.5 percent) and Petron Corp. (35 percent).
San Miguel Corp. acquired a majority interest in MNHPI after San Miguel Holdings Corp. subscribed to and fully paid for 13 million common shares, resulting in SMHC owning a 43.33-percent equity interest in MNHPI. Along with the 35-percent staked held by San Miguel-owned Petron Corp., the conglomerate now controls a 78.33-percent interest in the port terminal company.
MNHPI won the 25-year contract to manage, develop and operate the 52-hectare seaport terminal. The company earlier committed to invest P14.5 billion to develop the port facility.
Aside from developing passenger port terminal with a capacity to serve two million to three passengers a year, the company plans to build a container yard. The port serves close to 4,000 vessel calls annually.