British fund Ashmore has refuted allegations made by estranged business partner, the group of businessman Roberto V. Ongpin, that it had violated securities laws when it allegedly “misrepresented” a share sale deal involving property developer Alphaland Corp. in 2012.
Ashmore had also filed with the Makati Regional Trial Court an urgent motion to stop a capital call undertaken by Alphaland that diluted its interest in the latter. The court, however, denied this request in an order dated Jan. 22.
On Ashmore’s ongoing feud with the Ongpin group, a spokesperson of the British fund said in an e-mail to the Inquirer that the sale of 49.608 million Alphaland shares by entities controlled by funds managed by Singapore-based Ashmore Investment Management Ltd. to Credit Suisse (Singapore) Ltd. in December 2012 had been executed “in compliance with Philippine law” and was disclosed “in compliance with the regulations of the Philippine Stock Exchange.” All applicable taxes were likewise paid in respect of the transaction, the spokesperson said.
“Credit Suisse (Singapore) Ltd. is the full legal and beneficial owner of the shares and Alphaland Corp. issued a new share certificate in the name of Credit Suisse (Singapore) Ltd. having been informed of the transaction. There is nothing preventing or requiring a sale of the shares by Credit Suisse (Singapore) Ltd. at any time and any suggestion to the contrary is inaccurate,” Paul Measday of Ashmore Group plc. said in an e-mail from London.
Alphaland management recently said it had filed with the Securities and Exchange Commission a complaint against two executives of Ashmore in relation to the alleged “misrepresentation” of this 2012 equity deal.
Ongpin’s group had alleged that the sale of the 2.5 percent Alphaland stake to Credit Suisse—a P942-million deal that allowed Alphaland to meet the 10 percent minimum public ownership requirement of the Philippine Stock Exchange—was only “simulated” and that the foreign fund remained the beneficial owner of these shares.
Measday said that “at this time, neither Ashmore nor any executive had received a copy of such complaint.” “In any event, Ashmore and its executives categorically deny all allegations of misrepresentation as contained in these media reports, and maintain that their actions in relation to the transaction were executed in compliance with Philippine law,” he said.
Measday noted that entities controlled by Ashmore funds were currently in legal proceedings against Alphaland and entities controlled by Ongpin. “As a result of these proceedings any further comment around the Ashmore funds investment in Alphaland would be inappropriate at this time,” he said.
Ongpin and his associates have raised collective interest in Alphaland Corp. to 50.57 percent, diluting the interest held by Ashmore following a capital call on which the latter, previously the company’s single largest majority shareholder, had allegedly defaulted. The Alphaland stake of Ashmore was diluted from 69.4 percent to 24.41 percent.
In a separate statement issued yesterday, Alphaland said the Makati RTC had issued an order denying the TRO request of its estranged partner, thereby upholding the position of the group of the Ongpin group to boost its stake in the company.
Instead of participating in the capital call, Ongpin said Ashmore had applied for an ex parte TRO for 72 hours with the Makati RTC on Jan. 14. The executive judge denied the application and had the case raffled, he said.
A hearing was conducted last Jan. 16 by Branch 66 of Makati RTC on whether a 20-day temporary restraint order should be issued, with Ashmore’s lawsuit citing a shareholders’ agreement it had purportedly fully executed with the group of Ongpin.
“The shareholders agreement was not properly and fully executed. And it is also void for being contrary to Philippine law,” Ongpin said.
In an order dated Jan. 22, the Makati RTC upheld Ongpin’s position and denied Ashmore’s TRO request, Ongpin said.