Manila Water’s ownership profile

MANILA Water Corp. ( MWC), according to its general information sheet (GIS), has 7.1 billion authorized capital stock ( ACS) divided into 3.1 common shares with par value of P1 per share, and 4 billion preferred shares with par value of P0.10 per share.

Of the ACS, 890 Filipinos and 17 foreigners subscribed to 6.054 billion shares (6,053,945,884). Only three of 890 Filipinos paid for four billion MWC preferred shares, which, at par value of P0.10 each were equivalent to P427.943 million ( P427,943,335.51). The same GIS showed 17 foreigners of various nationalities paid for 778.087 million MWC subscribed common shares.

Philwater Holdings Co. Inc. (PHC), a Zobel-owned unlisted company, is the lone subscriber to four billion MWC preferred shares including nominal shares held each by two nominees. The GIS listed the percentage equivalent at 66.07 percent of 6.054 billion MWC shares.

The two nominees of Philwater were

Ayala Corp. (AC) is No. 2 in the list of MWC stockholders with 866.946 billion, or 14.32 percent. In a footnote, MWC said the number of common shares held by AC was “totally paid as of March 31, 2018.”

As of Sept. 30, 2018, BPI Stock Transfer 884.537 million shares.

Zobel- owned

In a public ownership report (POR) as of Sept. 30, 2018, MWC listed AC as direct holder of 844.537 million MWC common shares, or 40.901 percent. As indirect stockholder, AC owned 22.409 million MWC shares, or 1.085 percent. These holdings made AC the owner of 866.946 million MWC shares, or 41.986 percent of 2.065 billion outstanding MWC common shares.

Incidentally, MWC said in the same POR its public stockholders owned 1.146 billion MWC common shares, or 55.49 percent, as of Sept. 30. 2018. This ownership, which topped AC’s 866.946 million shares, or 41.986 percent, made them MWC’s majority or controlling stockholder.

Apparently, the “public”, as used in the MWC shares, or 1.225 percent, held by the 11-person board, and 11.176 million MWC

In summarizing the contents of its POR, Manila Water said 2,064,839,671 was the “number of issued and outstanding shares. Of the issued and outstanding MWC shares, 2,027,238,060 were listed; 775,487,525 shares, or 12.79 percent, was owned by foreigners.

In a footnote, MWC explained that foreigner-owned shares included four billion “unlisted 4,000,000,000 participating preferred shares.

(Note. The four asterisks denoting ownership of MWC shares should have been placed at the “number of issued and outstanding shares” and not included among the shares held by foreigners.)

Due Diligencer’s take

A computation showed 12.79 percent is the percentage equivalent of 2,064,839,617 plus four billion participating preferred shares ( PPS). The addition resulted in MWC having 6,064,839,617 shares or outstanding capital stock divided into 2,064,839,617 MWC common shares and 4,000,000,000 PPS.

Thus, 775,487,525 foreigner- owned MWC shares over 6,064,839,617 MWC shares equals 0.1278661224323684, which, when multiplied by 100 would be 12.78661224323684, which Due Diligencer shortened to 12.787 percent.

Manila Water was correct in 775,487,525 shares being equivalent to 12.79 percent of 6,064,839,617 outstanding MWC shares, which is 87.21 percent off the 40-percent foreigner-ownership legal limit.

Ironically, it is impossible for 775,487,625 shares, which MWC said were owned by foreigners, to have included four billion PPS because 775,487,625 is a number much smaller than four billion MWC PPS. This is the reason for including four billion PPS in MWC’s 2,064,839,627 outstanding shares, which resulted in the company having 6,064,839,617 outstanding shares.

In a footnote regarding AC’s ownership as principal stockholder, MWC said one million MWC shares held by PCD Nominee Corp. belong to Michigan Holdings Inc., which is AC’s wholly- owned subsidiary.

By the way, why is it that sometimes homeowners who live in Zobel- owned subdivisions in Sta. Rosa City, Laguna, complain about the shortage of water? Just asking.