THE MAJORITY owners of the Philippine Bank of Communications (PBCom) on Tuesday finalized the sale of their stake in the bank to a group led by ISM Communications Corp. of former trade minister Roberto V. Ongpin.
In separate disclosures to the stock exchange yesterday, PBCom and ISM said the Chung, Luy and Nubla families on Tuesday signed a memorandum of agreement (MoA) with the ISM group covering the sale of the families’ combined 97.28% stake in the bank for P4.68 billion.
PBCom also said the Chung and Nubla families wished to reinvest their earnings in the bank.
“The MoA involves the sale by the selling shareholders of their entire stake in [PBCom], representing approximately 97.28% of the [bank’s] outstanding capital to the ISM Group for a total of P4.68 billion,” PBCom and ISM said.
The two said the sale is still subject to the approval of the Bangko Sentral ng Pilipinas and the Philippine Deposit Insurance Corp. (PDIC).
PBCom shares closed at P79 apiece yesterday, 19.7% higher than on Tuesday. ISM shares, meanwhile, closed at P3.83 apiece yesterday, 3.5% higher than a day earlier.
Trading of PBCom and ISM shares was suspended from 9 a.m. to 10 a.m. yesterday to give investors time to digest the news.
PBCom’s major shareholders needed to sell a controlling stake in the bank to comply with the conditions of the PDIC, which extended the bank a P7.6-billion lifeline in 2004.
PBCom announced last month it had chose ISM as its “strategic third party investor.”
A special meeting of PBCom’s board of directors was held after the MoA was signed and seven were elected as new directors to replace eight directors who resigned.
The seven were Mr. Ongpin, Eric O. Recto, Reynaldo G. David, Gregorio T. Yu, Seusmas J. Dawes, Patrick Sugito Walujo and Edgar J. Sia II.
Mr. Ongpin was elected chairman of the board. He also serves as chairman of ISM, PhilWeb Corp., Alphaland Corp. and Atok-Big Wedge Co., Inc. He served as the trade minister in the Marcos government.
Mr. Recto was elected vice-chairman. He also serves as president of ISM and Petron Corp. and as vice-chairman of Alphaland, PhilWeb and Atok-Big Wedge.
Mr. David, former president and chief executive officer of state-run Development Bank of the Philippines, was elected chairman of the executive committee. He also sits as independent director in ISM and Petron and a director in the Bank of Commerce.
Henry Y. Uy was reelected as PBCom president and chief executive officer.
“The Board of Directors also called for the holding of [PBCom’s] Annual Meeting as soon as possible (after all regulatory approvals have been secured) at such date, time and place as the Executive Committee of the Board of Directors may deem fit and proper subject to applicable laws, rules and regulations,” PBCom also said in the disclosure.
Asked how the Chung and Nubla families would plow back their earnings in the bank, PBCom First Vice-President Raul C. Diaz told BusinessWorld in a phone interview yesterday, “The ISM group will issue new shares.”
PBCom, in the disclosure, said the two families wanted to reinvest P2.8 billion in the bank.
Because of this move, Ralph C. Nubla, Jr. and Carlos G. Chung were retained as directors, and Mr. Uy, as bank president.
Source: http://www.bworldonline.com/content.php?section=Finance&title=ISM-takes-control-of-PBCom&id=35444