PSE Circular for Brokers No. 1530-99
PSE Circular for Brokers No. 1530-99 • Philippine Stock Exchange • Circulars for Brokers • Jun 28, 1999
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June 28, 1999 PSE CIRCULAR FOR BROKERS NO. 1530-99 PHILIPPINE STOCK EXCHANGE, INC . 4/F Philippine Stock Exchange Centre Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Listings and Disclosure Group Gentlemen : We furnish you herewith a copy of the Press Statement made by Mr. Gregorio T. Yu, President and Chief Executive Officer of the Company. LLpr Thank you for your kind attention. Very truly yours, (SGD.) MA. LOUISA M. GONZALES Assistant Corporate Secretary PRESS STATEMENT By: Gregorio T. Yu President and CEO Belle Corporation I would like to fears to the press statement released by Mr. Roberto V. Ongpin, former Chairman of the Executive Committee of Belle Corporation. It is not correct to say that Mr. Ongpin and Mr. Jaime C. Gonzalez, former Chairman of the Board of Belle Corporation were ousted as directors of the Company during the recent stockholders' meeting. The other major shareholders of Belle wanted to initiate Changes in the way the company was being managed. To achieve this, they decides to use their shares and proxies to vote in their slate of directors, which is the legal way to achieve-change in a corporation. During the stockholders' meeting that Mr. Gonzalez was legally presiding over, the major shareholders put forward their slate of 15 nominees. Included in this slate were 3 lawyers. Based on the shares of the company duly represented and qualified to vote during the meeting, the major shareholders were entitled to 12 seats while Mr. Ongpin's group was entitled to 3. Therefore, the major shareholders were expecting the other side to nominate 3 persons to the board. If this had happened as expected, the 3 lawyers nominated would have been withdrawn from the list. Legally, the major shareholders could not oust anyone with sufficient shares and proxies from the board. The major shareholders' had planned to vote in a new Chairman and a new Chairman of the Executive Committee during the Organizational Board Meeting that was to immediately follow the Shareholders' Meeting. They were confident that this could be achieved legally since they would have controlled 12 of the 15 seats on the Board. However, Mr. Gonzalez, presiding officer of the Shareholders' Meeting surprisingly closed the nominations without nominating Mr. Ongpin and their group's other representatives. Moreover he directed the Secretary of the Meeting to cast all votes in favor of the nominees. Therefore, the major shareholders did not oust anyone from the board, nor were they the ones who used Mr. Ongpin's shares and proxies for themselves. Mr. Gonzalez then went on with the other items on the agenda for the meeting and answered various questions raised by certain stockholders. He then adjourned the meeting at the appropriate time. At no point was he coerced by anyone or tricked by anyone to do what he did. Mr. Ongpin had stated that there was a previous agreement on a common slate of directors. This is not correct. The slate of directors that Mr. Ongpin wanted to elect was never discussed with the major shareholders. While I knew about the slate, I was not instructed by Mr. Ongpin to clear this slate with the major shareholders. LLcd I continue to have the highest regard for Mr. Ongpin who, as he correctly pointed out, was one of those responsible for the growth of Belle and the success of its flagship project, Tagaytay Highlands. However, I cannot argue with the major shareholders' desire to have the Board of Directors more actively involved in setting corporate strategies and policies, and approving major investments. I am very sad that events had to turn out this way. I am further saddened by the recent actions of certain people whom I used to respect. Their wild behavior last Friday and name-calling are most inappropriate for people of their stature. prLL I will try my best to have these matters resolved amicably. In the meantime, I would like to assure all shareholders that the company's best interests would always be pursued and protected. (SGD.) GREGORIO T. YU
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