Court stops shareholders’ meet of Ortigas holding firm

A second general meeting of OCLP Holdings Inc., the Ortigas family’s flagship property firm, has been canceled this year with the court’s intervention as a rift between two major factions within the clan deepens.

The latest meeting cancellation, which occurred on May 3, again means a longer wait for Ayala Land Inc. (ALI) and Henry Sy’s SM group, which are keen on taking control of the developer of the Greenhills Shopping Center and parts of the Ortigas business district.

Documents obtained by the Inquirer showed that Fernando Ortigas, whose faction is backed by the SM group, obtained a 60-day temporary restraining order (TRO) from the fifth division of the Court of Appeals.

In its order, the Court of Appeals said the parties were “temporarily enjoined from holding the annual general membership meeting of the OCLP Holdings Inc. and from conducting the election of its board of directors on May 3, 2013.”

The general meeting was being pushed by a second faction, known as the Rafael Ortigas group, which is backed by ALI.

Previous court documents showed that Fernando’s camp was concerned that proceeding with the meeting, where a different slate of directors could be elected and possibly change the balance of power within OCLP Holdings, would disrupt an ongoing request for arbitration.

The arbitration process, itself in line with a covenant included in the shareholders’ agreement of OCLP Holdings, is being invoked  by Fernando’s camp given the ongoing “disputes and differences” within the clan in relation to the potential entry of either the SM group or ALI.

The situation is complicated because the two camps are at odds over which new investor should enter OCLP Holdings.

It is also considered delicate given that neither side has a controlling share. The single-biggest non-Ortigas shareholder is the Roman Catholic Church, which has so far expressed its desire to stay independent of the dispute, resulting in the current stalemate.

The Inquirer does not have a copy of the OCLP Holdings’ shareholders’ agreement, which is confidential. But sources with direct knowledge of the matter said the document was partly designed to prevent a scenario where one faction can gain control of the company without the other’s consent.

This is not the first time Fernando’s camp sought the court’s help in ensuring that the parties enter into arbitration.

The group obtained a TRO to cancel a meeting on Jan. 8.

Fernando’s camp eventually obtained a preliminary injunction in February from the San Juan regional trial court although the latter overturned its decision, prompting the group to run to the Court of Appeals.

ALI and the SM group want OCLP Holdings’ vast landbank, comprising about 55 hectares of prime property in Metro Manila.

The ongoing dispute started when the SM group last year agreed to acquire the 34-percent stake of Hongkong and Shanghai Banking Corp. (HSBC). The deal included buying out the shares held by Fernando and Rafael Ortigas although the latter decided to back out and take ALI as strategic partner instead.