Ortigas sisters question stake transfer to SM Group

TWO members of Ortigas clan are questioning the validity of the transfer of a nearly 40 percent stake in their holding company to property developer SM Prime Holdings Inc., a subsidiary of the Henry Sy-led conglomerate SM Investments Corp. (SMIC), in 2015.

Sisters Michelle and Francesca Litton Ortigas told TheManilaTimes that the transfer of the said stake OCLP Holdings Inc. (OHI) from the Ortigas group to SM Prime lacked a valid notice of offer as required under the agreement signed among OHI shareholders in 2010, thus making the entire transaction invalid.

The Litton-Ortigas sisters are shareholders of OHI, being the daughters and heirs of the late Jose Miranda Ortigas, one of the six children of the couple Francisco Ortigas Jr. and

portfolio that includes Greenhills Shopping Center, Ortigas Center, Tiendesitas, and other prime locations such as Frontera Verde, Valle Verde, and Greenmeadows.

The sisters had earlier initiated a lawsuit against their uncles and aunts over their rightful share of the inheritance due their father, who died in a car accident in 1977.

They said that there being no offer notice, in accordance with Section 7.1 of the OHI Shareholders’ Agreement dated October 23, 2010, any transfer will be null and void and will prohibit OHI from recording such transfer in its books and records as per Section 7.6.

According to the sisters, the only offer notice received by them pertaining to the sale of the subject OHI shares, was the one submitted by Preeminent Global Holdings Ltd. (PGHL) in September 2014.

But SM Prime told the Philippine Stock Exchange in October 2014 that it was “not related in any way to [PGHL].”

“Since the terms and conditions of said offer notice involved PGHL as the potential buyer, such offer notice does not apply to a sale of OHI shares to a different buyer, such as SM Prime,” they pointed out.

The Litton-Ortigas sisters said they never authorized the sale of OHI shares to SM Prime.

According to regulatory filings, the SM Group shelled out some P15 billion to acquire nearly 40 percent of the Ortigas clan holding company.

Based on the information they received, proceeds of the sale were allegedly distributed as follows: P3 billion each to Fernando Ortigas, Eduardo Ortigas and Francisco Ortigas III; P2 billion each to Maria - medio Ortigas Luzuriaga; and P2 billion to the heirs of Jose Ortigas.

The sisters had instituted an intestate case for the administration and settlement of the estate Miranda Ortigas.

The case is pending with the Pasig City regional trial court.

According to the Ortigas sisters, there is “substantial reason” to believe that some or most of the OHI shares that were sold to SM Prime are estate assets, as they belonged to the Ortigas matriarch, and had been “gratuitously” transferred to