PLDT cancels sp'l meeting

MANILA, Philippines - Philippine Long Distance Telephone Co. (PLDT) cancelled due to an anticipated lack of quorum a special shareholders meeting scheduled yesterday, the lone agenda of which is to get the go-signal authorizing the company to issue preferred voting shares.

The issuance of the shares will make PLDT compliant with a recent Supreme Court interpretation of the constitutitonal provision on foreign ownership limitation in public utilities in case it becomes final.

PLDT said based on the validated and tabulated proxies reported by the company’s transfer agents, holders of shares equivalent to 73.27 percent of the total outstanding common stock have given valid proxies to be represented and vote their shares in the special meeting; and the number of preferred shares necessary to bring the total shares represented in person or by proxy and to vote at the meeting to two-thirds of the total outstanding capital stock, being the quorum required, will most likely not be secured. 

Under the Corporation Code, holders of preferred shares are also entitled to vote on significant corporate actions, such as the amendment of the articles of incorporation, which is the principal item in the agenda for the special meeting.

PLDT said its board of directors plans to call another special meeting of stockholders on a date to be announced in due course.

The special stockholders’ meeting was supposed to seek shareholders’ ratification of a PLDT board resolution to issue 150 million preferred voting shares, which will allow the company to comply with the new SC ruling.

PLDT president and CEO Napoleon Nazareno said in case the SC reconsiders its ruling, then there will be no need to issue the new preferred voting shares. “We just want to get shareholders’ approval just in case the court denies our motion,” he said.

While there had been statements made before by PLDT that the new preferred voting shares will be issued to the PLDT Beneficial Trust Fund (BTF), the retirement fund of the company, Nazareno pointed out that this can still change.

PLDT earlier said the new class of stock could only be bought by Filipinos and Filipino-controlled entities. It said it could sell 150 million of the new class of stock to reduce foreign ownership of voting shares from 64 percent to 36 percent, adding that it could sell the shares to its own pension fund.

PLDT also said it would sell the voting preferred shares if the ruling becomes final “to protect the interests of PLDT and its stakeholders.