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PSE mulls Alphaland delisting on disclosure violations

Lawrence Agcaoili, Jerome C. Morales (The Philippine Star) - March 13, 2014 - 12:00am

MANILA, Philippines - The Philippine Stock Exchange (PSE) plans to delist upscale property developer Alphaland Corp. as a maximum penalty for violating disclosure requirements.

In a statement, the PSE said it “initiated delisting procedures on Alphaland following the property company’s violations of the Listing and Disclosure Rules of the Exchange.”

Delisting is the maximum penalty that can be imposed by the PSE on an erring company.

“We deem our disclosure rules sacred in as much as we deem investor protection of primordial importance in the conduct of our duties as a regulator over listed companies,” said PSE president and CEO Hans B. Sicat.

“We take this role seriously and we expect only the strictest compliance to our rules by our listed companies,” he said.

Alphaland officials were not immediately available for comment yesterday. The company is led by former Trade Minister Roberto V. Ongpin.

The operator of the country’s stock exchange noted Alphaland’s “repeated failure to submit full, fair, accurate and timely disclosures of material information.”

In particular, the PSE said the violations were committed in the course of the disclosure of the alleged simulated sale of Alphaland shares between Ashmore Investment Management Ltd./Alphaland Holdings (Singapore) Pte. Ltd. and Credit Suisse (Singapore) Ltd; cases involving the company and its state of financial distress; and its representation of its conduct of a stock rights offering which it later admitted as a minority offering.

On the minority offering, Alphaland earlier announced that Unicapital Securities Inc. acted as the underwriter. However, PSE said there was no signed agreement to confirm their engagement.

Early in January, Alphaland completed a capital call targeted at owners of more than 10- percent shares via a private placement. It then raised P270 million through a share sale exclusively targeted for minority stockholders.

“The penalties and sanctions we are imposing are based on our rules but the Securities and Exchange Commission and other government bodies may conduct their own investigation and impose their own sanctions based on the provisions of the Securities Regulation Code and other laws as they deem fit,” Sicat said.

“The company’s actions and representations show a pattern of deliberate, conscious and willful intent to mislead the Exchange and the investing public,” the PSE said.

Sicat said Alphaland has been found to have violated disclosure rules, putting investors at risk.

The repeated violations of the disclosure rules “reveal that the company has gravely undermined the primordial principle and objective of a fair, orderly, efficient and transparent market for the trading of securities which the Exchange is duty-bound to uphold at all times,” the PSE said.

Alphaland, whose shares were suspended from trading on Jan. 20, is entitled to a delisting hearing under the PSE’s rules on delisting. Alphaland should file a written request within 15 working days from receipt of the PSE’s decision.

Alphaland, which is into high-end leisure developments catering to the affluent, is a joint venture between the Ashmore Group and Ongpin’s RVO Capital Ventures.

It is the company behind the P2-billion Alphaland Marina Club and the 32-hectare Bay City development along Manila Bay, the P4-billion Balesin Island Club in Quezon province, and the Alphaland City Club in the Makati central business district.

ALPHALAND ALPHALAND CITY CLUB ALPHALAND CORP ALPHALAND HOLDINGS ALPHALAND MARINA CLUB ASHMORE GROUP AND ONGPIN ASHMORE INVESTMENT MANAGEMENT LTD BALESIN ISLAND CLUB PSE SICAT
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