Ongpin wrests control of Alphaland from Ashmore

Posted at 01/21/14 5:44 PM

MANILA, Philippines - The group led by businessman Roberto Ongpin now owns a majority stake in property firm Alphaland Corp., after a capital call on which the Ashmore group defaulted.

"The Board of Alphaland has simply come to the conclusion that Ashmore is more of a hindrance than a help in pursuing its various projects," the company said in a statement.

Ongpin and his associates now own 50.57% of Alphaland, after the board of directors approved a capital call for all shareholders, with a payment deadline of January 15.

In response, Ashmore decided to file with the Makati Regional Trial Court for an ex parte temporary restraining order to stop the implementation of the capital call, but this was denied.

With the lapse of the deadline, the Ongpin group now owns 50.57% of Alphaland's outstanding shares, and 13 board seats. Ashmore now only has 24.41% of Alphaland's shares, and two board seats.

The board also approved a stock rights offering for its minority shareholders at the same terms as the capital call, to ensure their stake is not diluted.

Trading of Alphaland shares were suspended on Monday after it accused the Ashmore group, the company's erstwhile single largest majority shareholder, of misrepresenting a share sale to meet the Philippine Stock Exchange's public float requirement.

Alphaland said the Ashmore group earlier claimed the Singapore company holding its Alphaland shares had sold 49.608 million common shares at P19 apiece to "a qualified buyer" last December 31, 2012. The buyer was then reported as Credit Suisse (Singapore) Ltd.

The alleged sale of Ashmore's 2.5% stake in Alphaland increased the public float of the property firm to 10.53%. This helped Alphaland, whose public float was then 8.03%, meet the PSE's minimum public float requirement of 10%.

As a result of the sale, the PSE lifted the trading suspension on Alphaland shares on March 1, 2013. The share price gained 50% in the succeeding weeks.

However, Ashmore turned out to have remained the beneficial owner of the 2.5% share block.

"This is a very serious issue. They could lose their license," Alphaland said.

Ongpin's group, led by RVO Capital Ventures Corp., has been locked in a boardroom battle with Ashmore since early 2013. Ashmore had earlier said it would no longer fund the property firm and has decided to sell its stake.

Due to Ashmore's refusal to fund Alphaland, Ongpin and his group infused P1.5 billion in the property firm last year.

"While negotiations continue between Alphaland and Ashmore to find away out of the impasse, nothing definite has been agreed on. It was, however, in the course of these negotiations, that Ashmore revealed, in writing, that it was still the owner of the 2.5% share block that it had earlier alleged it sold to Credit Suisse," Alphaland said.

Despite the boardroom battle, Alphaland assured that it has not affected the company's operations. In 2013, Alphaland posted record profit of P6.5 billion.

"Balesin, our flagship project, has now been fully completed, with its 300 villas in 7 different themed villages. Balesin continues to go from strength to strength, and operating revenue continues to grow... We have completed The Alphaland Tower, and are negotiating with several potential buyers. We successfully launched, and are operating The City Club at Alphaland Makati Place, and construction of the residential towers above that project is ongoing," the company said.