Betrayal of trust

Just recently, the corporate world was shaken when San Miguel Holdings Corp. (SMHC) sued its partner in Citra Metro Manila Tollways Corp. (CMMTC) for qualified theft and estafa.

San Miguel has accused Indonesian businessman Shadik Wahono of siphoning P50 million from CMMTC, the operator of Skyway, into another company created by Wahono called Citra Central Expressway Corp. (CCEC). The amount, sources said, is on top of the $300M that was advanced by SMHC to Wahono in the last five years for various financial transactions that resulted in the latter’s equity in CMMTC being diluted to a mere five percent. The amount, however, has yet to be fully accounted for raising questions from Citra shareholders in Indonesia.

SMHC alleges Wahono failed to inform the CMMTC board about the transfer of the money which was listed as a loan. It was only later, when San Miguel took control of CMMTC, that they were made to pay for a company they already own.

Aside from trust issues, questions have also been raised as to how Wahono was able to replace his previous boss Siti Hardiyanti Rukmana or Tutut, the eldest daughter of former Indonesian president Suharto as signatory in CMMTC.

How did Indon businessman Wahono get embroiled in criminal cases filed by no less than one of the biggest conglomerates in the Philippines? Who is Wahono in the first place?

In the ’90s, when the Suhartos were looking at investing outside of Indonesia, Tutut reportedly convinced her family’s Citra Lamtoro Gung Persada (CLGP) to invest in a tollway business in the Philippines.

As a result, the Indonesian group in 1995 entered into a joint venture with the Philippine National Construction Corp (PNCC) for the construction, operation and maintenance of the Metro Manila Skyway (for stages 1, 2 and 3) and the Metro Manila Expressway for stage 4. In the JV agreement, PNCC and CLGP established the joint venture company CMMTC.

About five years ago, Tutut was still active in in CMMTC. In fact, she signed on behalf of the Suharto-Citra Group last Jan. 9, 2012 the supplement to the original joint venture agreement for the undertaking of the stage 3 connector road project.

And then Tutut was gone. Wahono took over her post in CMMTC in 2012.

Then Wahono even went to the extent of stealing money from CMMTC to form CCEC and selling the latter to the unsuspecting SMHC. Specifically, Wahono sold P50 million worth of shares of his PT Citra Lamtoro Gung Persad (CLGP) in CCEC to SMHC.

But since Wahono used CMMTC funds to bankroll CLPG’s stake in CECC, SMHC was duped into buying shares from Wahono that San Miguel already owned.

In a case for qualified theft filed by SMHC against Wahono, the Office of the City Prosecutor of Marikina found probable cause to issue a warrant of arrest against Wahono and co-accused. In a resolution dated March 1, the prosecutor’s office recommended for approval and filing in court an information for the crime of qualified theft against the accused for which no bail was recommended.

Unfortunately, the Marikina City Regional Trial Court Branch 193, presided by Judge Alice Gutierrez, dismissed the information for qualified theft for lack of probable cause. In its recent motion for reconsideration, SMHC said the court erred in dismissing the case since there is no dispute as to SMHC’s beneficial interest in CMMTC, thus the right to complain against the unlawful taking of company funds.

They noted that even if Wahono and company are CMMTC stockholders, it does not follow that they can simply take company funds without the company’s consent.

SMHC has also filed another case for syndicated estafa against Wahono et.al. for allegedly misrepresenting that CLGP was the legal owner of the CCEC shares acquired by SMHC. San Miguel claims CLGP cannot be the legal and beneficial owner of those shares since the subscription price was actually paid for by CMMTC funds, of which SMHC was also a beneficial owner at that time.

Apparently, Wahono has serious money problems. And this is not the first time he has been hailed to court for money issues. In 2009, a case for embezzlement was filed with Indonesia’s Supreme Court against Wahono who was accused of being Tutuk’s accomplice in setting up dummy firms that they both controlled to get various loans, including one from the Brunei Investment Agency.

According to media reports, Wahono was also accused in 2011 of embezzling funds from iPT Citra Marga Nusaphal Persada, an Indonesian toll road operator owned by Tutut.

The same reports revealed that aside from working with the Suharto family’s toll road business, Wahono also worked for PT Bimantara Citra, the media empire owned by Tutut and her brother, Bambang Trihatmodjo.

The amount of P50 million may appear peanuts for San Miguel, but the real story outside of the lawsuits exposes what seems to be a much bigger fraud that is borderless. In the meantime, the plot thickens and I am eagerly awaiting how this plays out further in the public eye.

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