SEC junks case vs Harbour Centre Port Holdings, Petron over hiked capital stock

The Securities and Exchange Commission (SEC) dismissed the case against businessman and party-list lawmaker Michael Romero’s Harbour Centre Port Holdings Inc. (HCPHI) and Petron Corporation regarding the increase in capital stock in the Manila North Harbour Port Inc. (MNHPI).

In its decision dated October 12, 2016, the SEC ruled that there is a similar case pending before the Manila Regional Trial Court.

“There is clearly an unmitigated forum shopping on the part of the complainant HCPTI (Harbour Centre Port Terminal Inc.),”the SEC ruling stated.

In August last year, HCPTI asked the SEC to void the increase in capital stock of MNHPI from P1 billion to P3 billion.

In 2009, HCPTI and Metro Pacific Investments Corp. (MPIC) entered into an agreement for the 25-year development of the Manila North Harbor.

In January 2011, HCPTI sold 35 percent stake in MNHPI to Petron Corporation, leaving it with 65 percent ownership.

In March 2011, Reghis Romero, through his firms R-II Holdings and R-II Builders, sold his shares in HCPTI to his son’s HCPHI company, which was duly reflected in HCPTI’s financial statements.

During MNHPI’s stockholders meeting on January 29, 2015, Inigo Zobel was elected as chairman of its board of directors and president.

The board of directors and stockholders also approved to increase MNHPI’s authorized capital stock from P1 billion to P3 billion, which was approved by SEC on February 18, 2015.

Under the set-up, MNHPI is owned by HCPTI (45.5 percent), HCPHI (19.5 percent) and Petron Corp. (35 percent).

Since 2014, there is an ongoing court dispute on the ownership of HCPTI between Reghis Romero and Michael Romero.

On May 6, 2015, the Manila RTC Branch 46 ruled that transfer of Reghis Romero’s shares in HCPTI to his son’s HCPHI in March 2011 is legal, thus HCPHI is the majority owner of HCPTI.

Noting the similarity of the case with the Manila RTC Branch 46, SEC said “the primordial issue involved is one and the same, i.e. whether or not the increase of the authorized capital stock  59 is null and void, the ultimate objective of which is the revocation and/or recall of the same, including the suspension of its implementation and the effects thereof.”

It also notes that the complaint failed to include MNHPI, the main subject of the case, in the complaint.

“The basic tenet of due process tells us that North Harbour is a party which will stand to be benefitted or be injured by the judgment that may be rendered by the SEC,” the SEC said.

The SEC also ruled that the SEC’s Company Registration and Monitoring Department (CRMD) did not violate any rules when it approved the increase in capital stock of MNHPI from P1 billion to P3 billion.