Roxas & Co Inc. (RCI) independent director Aurelio Montinola III resigned from his post after Stonebridge Corp., a company associated with his wife, acquired a 9-percent stake in the company.
RCI said in disclosure to the stock exchange Wednesday its chairman of the board received on May 7, 2024 Montinola’s letter dated May 6, 2024, where he expressed his intent to resign as an independent director of the company effective immediately.
“The company recently sold treasury shares to a real estate company associated with his wife which consequently disqualifies him from serving the company as an independent director,” RCI said.
Among the qualifications of an independent director, under the Securities Regulation Code, includes not being a substantial shareholder of the company or its related companies or any of its substantial shareholders and not being a relative of any director, officer or substantial shareholder of the corporation, any of its related companies or any of its substantial shareholders;
Montinola has been an independent director of the RCI since 2017.
RCI reported on Monday that Stonebridge acquired 250 million shares in the company, which is equivalent to 9 percent of its outstanding capital stock. This will entitle Stonebridge to get one board seat in the company.
The shares form part of the 299.43 million treasury shares that RCI sold on Friday at P2 per share, a steep discount to the stock’s current market price.
The acquisition will make Stonebridge the third largest shareholder of RCI after the Roxas-Elizalde families and businessman Leandro Leviste.
The acquisition will also enable Stonebridge to expand its presence in the real estate sector.
RCI has investments in real estate sector through wholly-owned subsidiary Roxaco Land Corp. and sugar business through Roxas Holdings Inc.
RCI said it secured ownership rights over huge track of land in Batangas in February, after it ended a four-decade long land dispute with agrarian reform beneficiaries (ARBs) over its three haciendas – Palico, Banilad and Calaway.