Roxas & Co. Inc. (RCI) affirmed to shareholders that its recent treasury shares transactions were “above board.”
“The matters related to the disclosure of the shareholders is subject to the Data Privacy Act and does not have to be disclosed,” RCI chairman Pedro Roxas said.
Roxas responded to a question by a shareholder about recent treasury shares, which were sold at discount, and the identity of the buyers during the firm’s annual stockholders’ meeting Wednesday.
He also said the Securities Regulation Code only requires a company to disclose the identity of a buyer if the shares acquired exceeded five percent of the company’s outstanding capital stock. The treasury shares sold at that time did 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 arms-length,” he said.
RCI sold 66.93 million treasury shares on Jan. 16, 2024 at P0.44 per share
Meanwhile, Roxas also said the sale of treasury shares to Stonebridge Corp., equivalent to 9 percent of the company’s capital stock, was sold on installment payments.
His advances, on the other hand, were converted into shares under a special contract approved by the RCI board.
Stonebridge is owned by wife of then RCI independent director Aurelio Montinola. It purchased 250 million common shares in the company on May 3, 2024 at P2 apiece.
Montinola resigned as director of the company, but was elected as a regular director of the company’s board for 2024.
Roxas also said that the sale of treasury shares at P2 per share was not sold at a discount.
“At the time that the sale was agreed upon, the P2 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 said.
Roxas said 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,” he said.
RCI has investments in real estate through wholly owned subsidiary Roxaco Land Corp. and sugar and ethanol businesses through Roxas Holdings Inc.
