Manny Villar’s P10 Billion Vista Land IPO proceeds
“Just remember, any issue whether big or small can affect you. Be informed, ask questions. Together, let’s find the answers. ~Professor Winnie Monsod (newsonq@gmanetwork.com)”
I adore Professor Winnie Monsod, especially with her pretty convincing presentations. She’s like Hans Rosling to me. And so, I am sending her an email 
I would like to raise this issue to her, and maybe she could help me find the answers.
My issue is about the P10 Billion Vista Land IPO proceeds and of course the whole IPO and the related dividend issues relative to the questions raised by Karen Davila to Manny Villar.
We all marvel at the seemingly bottomless campaign money pit of Manny Villar. The foremost question is, how is he going to get that money back if he becomes president of the country, after all as a businessman, he would be interested in his ROI – that’s return of investment folks. In the video though, he said that he is not interested in getting that money back. And so, like everyone else, I wait for answers. Until I was forwarded a link to this ABS-CBN video, an interview by Karen Davila with Manny Villar.
Question: 00:08 (Saan ang pinanggagalingan nang kanyang pondo ngayong halalan?) Where is the source of his campaign funds during this election are coming from?
Answer: 00:12 (Napaghandaan nya ang halalan at wala syang utang na loob kahit kaninuman maging sa Pangulong Arroyo.) He has prepared for this election and owe no debt of gratitude to anyone including President Arroyo.
In the interview, according to Karen Davila, Manny Villar admitted that every single cent that was shelled out during this campaign was his own personal money.
0:37, in 2007 Vista Land went on an IPO at the Philippine Stock Exchange. What is an IPO? It’s called, “initial public offering“. To the uninformed, this is when shares of stock of a company is sold to the public to raise capital. The public then becomes investors of the company. It said that they sold 2.12b shares at a price ranging from P3 to P10 per share. The total proceeds of the IPO came to about P23.2 billion, P13.2 billion went back to Vista Land and the husband and wife got P10.0 billion from the sale. For a clearer picture, here’s the screenshot:
Here are my questions:
1.) The P10.0 Billion went to the husband and wife (Mr. & Mrs. Manny Villar) personally. For that money to flow from Vista Land to the personal account of Mr. & Mrs. Manny Villar, there has to be a dividend declaration. Was there any?
2.) Relative to Question # 1, Who are the controlling shareholders of Vista Land. Did I hear that they were Adelfa and Fine Properties and not really Mr. & Mrs. Manny Villar? While it could be true that Mr. & Mrs. Manny Villar holds a controlling interest on Adelfa and Fine Properties – therefore, the 1st dividend declaration will have to be between Vista Land TO Adelfa and Fine Properties, correct?
3.) Relative to Question #2, Was there a dividend declaration from Adelfa and Fine Properties TO Mr. & Mrs. Manny Villar that they were able to get a hold of the P10 billion proceeds from the IPO?
Now, this is really getting interesting because just last week, my friend Kutz from Cotabato who is currently doing her MBA (sinulsulan ko to get an MBA hahaha) at one of the well-known universities in Arizona called me up and asked me if a company is required to give out dividends every year. My response? It depends. Like, if there was a dividend declaration and it even depend the more – if there is cash flow or net income!
So…
4.) Do we know if Vista Land made money or better yet, how’s the cash flow? What about Adelfa and Fine Properties?
5.) Finally, exactly how did they got hold of the P10 billion proceeds? Listening to the interview, it seemed like they owned those shares before the IPO (subscribed to the shares) and then sold them to the market (during the IPO). Under what SEC conditions could this be done in the Philippines?
I’m trying to social climb here people! What do you think? Will I get the Professor’s notice?
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reynz is one Uragon and a Filipino-American, has many years of public accounting & auditing, broadcast investments, housing tax credits and equity investments as his background. Based in the US, he maintains his personal and humor blog at reyna elena dot com. A graduate of Aquinas U, he went to GWU and Temple U in the United States.
[...] This post was mentioned on Twitter by Cocoy, Jonathan Castillo. Jonathan Castillo said: Well, I have the same sentiments. >> RT @cocoy: Manny Villar's P10 Billion Vista Land IPO Proceeds http://bit.ly/956Fdz [...]
Good questions Reyna.. lumalabas ang real estate savvy mo haha! I hope Mareng Winnie answers your questions. Lalabas din yan, hindi kaya ni Manny tumago na. He put himself in the spotlight of public scrutiny. Bad move for someone without integrity.
Great and timely post here, RE.
The most readily available documents show Villar has just dug himself a much deeper grave. Deeper than his 2001-08 SALNs could bury him, this latest P10B revelation/admission makes his SALNs even more unexplainable.
Anent Q1-3: You’re right about the dividend flow from the time it is declared to the time it gets into the hands of the beneficial owner. If Villar’s narrative is to be believed, it would appear that he and his family are the beneficial owners. But then again, for the dividend to reach him, the same must first go thru the VistaLand shareholders, including Adelfa & Fine. Further, it appears that even if Adelfa and Fine did indeed declare dividends, computed against Villar’s shareholdings in those two companies, the total does not go anywhere near P1B, much less P10B.
Anent Q5: Quickly analyzed, the only possible explanation for any quick profit would be if the Villars held on to a sizeable chunk and made a killing unloading the same at or during the IPO.
Which all bring us to the most interesting question: how come those transactions, those amounts and earnings never made t the SALNs relevant to the year/s during which those earning were made? To begin with, Villar never indicated that he owned a controlling interest in VistaLand.
Like I said elsewhere before, if Villar’s 2001-08 SALNs are telling the truth, then Villar lied.
We’re still looking at relevant documents and will address these and other questions soon. Will keep you posted.
yes, aside from div declaration, keyword in Vista Land is controlling interest
Teka mudra, ninamnam ko ang post na ito. Malupet ang mga tanong na sinulat mo here.
~Basa again for the 10th time sabay inom ng vodka with kalamansi para maabsorb ko ang terms mo here~
in simple terms, the only way villar would have personally profited p10 billion was upon the offering of the ipo by vistaland, he and wife (in their personal capacity) purchased 2 billion shares at p3/share and unloaded/sold the same shares when the value rose to p8/share (p16b-p6b = p10b). is this true? if it is.. villar should simply explain it that way. the issue will be settled. no more questions asked.
on my comment above…if true there will be no more questions how villar profited p10b. but new issues will rise. pandora’s box will be opened. and the first issue with legal implication(s) will be, was there insider information in the the unloading of the 2 billion shares? ultimately, it will not be easy to explain how the p10b was prfited from the vistaland ipo.
This actually depends on whether or not new shares were issued during the IPO.
If new shares were issued, then the entire proceeds of the IPO should go to the Company. If only the old shares were sold at the IPO, then the old stockholders (Manny and his wife) are entitled to the entire cash proceeds of the shares.
A big issue arises once it is proven that new shares were issued because the Company now becomes restricted to use the funds purely within the normal course of business. In this case, Villar should NOT have gotten a single centavo out of the IPO.
In his quest of justifying his excessive spending and to cover-up the real identities of the people who fund his campaign, I think he just dug a deeper hole for himself.
thanks. so i guess the questions do makes sense.
Hmm,interesting — I’ve wondered about all this myself. Great post, Reynz.
yeah thank you. just wondering how the P10 billion went to them directly.
villar’s submitted 2008 SALN showed a networth of p1.04b. in the initial public offering (ipo) of vistaland in 2007 he allegedly profited a gross income of p10b. there is a disconnect here, something has to give.
1:06 he said the P10 billion is after taxes, so net ung P10 billion.
Reynz,
Naalala ko (and I hope tama ang understanding ko). Example ng scenario na ito yung sa pelikula na Batman. At the end of the film si Bruce Wayne (played by Christian Bale) e inilagay ang Wayne Enterprises sa initial public offering, ika nga, ang kanilang kumpanya e mega go to the public. However, may catch. Yun mga institutions and charities na ika nga bumili at naging beneficiary ng so-called IPO na yun e under the control din pala ni Bruce Wayne himself. In short, parang siya din ang bumili ng kumpanya nya. Nakamask nga lang into different organizations and institutions para di mabisto ang kanyang activities as Batman.
So kay Manny Villar? Kakapagtaka naman ata ang IPO na iyon.
I hope tama ang pagkakaintindi ko ha. Correct me if I am wrong. (Leche, remedial na naman ako nito mamya kung mali ang sagot ko dito..hihihi)
@ Silver: I like the analogy!
If we look at it from another angle, who is the actual beneficial owner of those shares out of which Villar himself earned all that money in dividends or sale, kuno? Ang pinapalabas niya pa nga the money went to him directly. But how did that happen?
If Villar proves that he is the beneficial owner, as his statements tend to assert, and we accept it as fact, then he should have filed the coresponding beneficial ownership report required under PSE rules. As of the moment, I don’t know if one was filed.
Let’s assume none was filed. The problem is, even while there is a mechanism to recoup improper profit under the same PSE rules, it would appear that the money would merely go back to the very same controlling corporations that he owns and controls anyway. Kahit yata si Batman di kayang ituwid ito.
In respect of the IPO proceeds, gaya nga ng sinabi ni Ana (above), magkakademonyo na lang talaga kung mapatunayan na Villar made a killing not on the disposition of old shares but on the new shares, post-IPO kasi di niya basta-basta pwedeng gamitin yun kasi nga publicly listed na yung company. Kung mapatunayan na iyon ang nangyari, di lang si Batman ang dadapo sa kanya.
So, assuming the kinder possibility that his P10B came strictly from pre-IPO shares, he should still file that beneficial ownership report. On the other hand, regardless of whether he filed it or not, Villar not only succeeded in putting his big foot into his even bigger mouth; he dug himself into a deeper s***hole with his SALN mis-declarations or non-declarations. The P10B still is nowhere explained as dividends or sales proceeds in any of his 2001-08 SALNs. Much less can he explain it all away as receivables kasi, kung receivables yun, how come ginagasta niya na ngayon?
In which case, lagot pa rin siya, hindi lang kay Batman, kundi pati kay Houdini.
Salamat Nono…
Yun kasi ang naalala ko. Mabuti tama ang aking pagkakaintindi. Hihi.
Pero ha, grabe ang kaperahan na yan. Sus. 10 billion? Ano kaya ang magagawa ng 10 billion noh? ~isip isip~
Even if he says they’re receivables, they still have to be included in his SALN’s. Receivables are assets, so they had to be there. The fact that they were not, only means that he is a BIG FAT LIAR.
Besides, I don’t think he’ll be able to cash in PHP 10B in dividends even if he’s the beneficial owner of all the shares. Based on the news, there are only 2.13B shares. For him to get PHP 10B in dividends, Vista Land would have declared around 66% cash dividend. That would be a very very high dividend declaration.
So now we’re left with only two ways on how he made that much money:
1. From the proceeds of the IPO, which would be a huge problem once proven that he cashed in on the proceeds from the new shares. Being that those proceed should have only been used for the normal course of business of the company.
2. His other companies were buying the IPO shares (which will be initially sold at a lower price) and sell them once the market value of the shares came up. This will even be a bigger problem, because now we’re talking about insider trading and a possible manipulation of the market prices. It has to be noted that the IPO shares were sold at a low price of PHP 3 and at a high on PHP 10. That’s a PHP 7 profit per share. At this profit rate, it is very much possible he earns PHP 10B if not more.
Now, in these two scenarios, I have to ask, where the hell is the SEC while all these were happening? Weren’t they supposed to be there to regulate all these?
@Ana: I think we’re now getting more of the pieces to draw the most likely scenario. And I can’t agree more in re “Receviables”.
I invite you to take a look at the analysis of Villar’s 2001-08 SALNs and see where the P10B figures, here: http://www.facebook.com/nesquela?v=app_2347471856&ref=profile#!/notes/noel-esquela/analysis-synopsis-manny-villar-his-billion-peso-networth-and-700m-receivables/393229272000
Hopefuly, we’d have the necessary documents within the week to help us measure just how much deeper a pit Villar dug for himself this time.
I think the link posted above is broken. Kindly just copy and paste entire url to bring you the article itself.
http://www.facebook.com/nesquela?v=app_2347471856&ref=profile#!/notes/noel-esquela/analysis-synopsis-manny-villar-his-billion-peso-networth-and-700m-receivables/393229272000
Thanks!
Well, Manny Villar’s wife Cynthia said that they own 60% of that company so 13.8B nga naman ang datung nila kung pagbabasehan natin yung 23B na kinita ng Vista. It makes sense na after taxes, meron syang 10B kasi yung 3.8B eh pinambayad nya ng tax, hehehehe. O davah law-abiding citizen sha, nagabayad man sya tax! Mali yung powerpoint presentation ni Karen Davila, dapat 9.2B lang ang sa Vista, heheheee.
@ Nono: I couldn’t open the link. I think the note is not there anymore
Is there any other link to Villar’s SALNs?
goto lilashahaniDOTblogspotDOTcom. she has an entry on villar’s SALN
@ Ana: I don’t know why it pastes this way, broken. Anyway, the article is there; it’s my FB page.
Just copy the ENTIRE URL below into your browser address bar:
http://www.facebook.com/nesquela?v=app_2347471856&ref=profile#!/notes/noel-esquela/analysis-synopsis-manny-villar-his-billion-peso-networth-and-700m-receivables/393229272000
if business logic is followed and if it was indeed the case, villar would have made a killing of “p10b” only thru the purchase and selling of ipo shares in his personal capacity. vistaland’s ipo was its initial offering of shares to the public and listed in the stock exchange. the alleged profit cannot come from the sale of “old shares” or corporate shares of villar when vistaland was registered as a corporation with the securities and exchange commission. otherwise, if he sold his corporate shares, then he would have divested his ownership or interest in the corporation (which is not the case). dividends do not come into significant play here. remember the 2.12b ipo were new shares issued. the shares should be owned at least a year as dividends (cash or common stocks) are declared only after the annual stockholders meeting. earning p10b thru dividends is impossible. otherwise it was a fraudulent transaction.
Dividends are only declared out of the income of the corporation not from the proceeds of the IPO. Going public is a means to raise additional captalization.
But of course when a private corporation goes public, one of the cons is that the founders or original stockholders will lose their control as more stocks coming from sale will dilute the ownership and the proportion of the share of original owners will be reduced.
Please do not discuss topics if it is not your expertise. Nakakahiyang malaman na wala kayong alam.
Be sure you know what par value means; what book value means; what market price mean for the stock mean.
When you invest in a corporation as original owners, it is the par value which is recorded. When the private corporation goes public and the price goes up, as stockholder your investment in that corporation also goes up.
Just like Bill Gates, his wealth is mostly on stocks, when the market price goes up, his networth also goes up.
When you invest in a corporation at a price of P 10 and the market price suddenly goes up to P 100, you’ve made a killing of 90 per share?
Is that fraudulent. Is that a dividend?
Oh no! U di-int?! (with matching finger-swashing Z style!) Feeling uber naman masyado ang line na yon Cat. Just uber. Omnicience?!
But even if wala kaming alam, what makes it criminal to discuss the issue? That’s bull Cat. I certainly am allowed to discuss the weather in Saturn and would be allowed under the sun to do it, right? I don’t even have to pass Saturn Board Exams to touch on the weather pattern in Saturn.
Don’t even say na this is directed to Caloy because of the phrase “na wala kayong alam.”, emphasis on “KAYONG”, so my reaction.
I don’t want to toot-toot my horn (gaya nung mga iba dyan who claims to have PhD’s na wala naman pala) but I have been in 2 IPO’s in the US already, part of my work Cat, due diligence pa. 1 faltered for lack of investors/lack of capitalization, the other went through and went public. Now, no experience in Manila on IPO’s and even if the Securities Law back home, from what I understand is pretty much the same dito, I don’t know the breath of similarities, so the blog entry. As you know, I’ve been in the US since Adam & Eve. Yong bagong bukas na gay bar sa Philly.
Besides is there a law stopping me to react to the ABS-CBN Villar interview? If you’ve got questions, ask. Turo ni Prof. Winnie Monsod. No pun intended but your omnicient line… well… it’s out of line. Not very “Cat” to me, not very impressive.
“will lose their control” unless it was the intent of the original incorporators to give up control. dilute, yes. And I don’t think this true (losing control) in all instances of going public except probably on cases of hostile takeover.
Cat,
I think you’re talking about the situation here in US when on dividends. Hindi ko sure kung ano ang mga policy ng SEC sa pinas, there might be some variations kasi at one point napapansin ko na Philippine Stock Exchange can also accommodate educational institutions such as CEU in their listings. Ok, no need to elaborate on this…
Never mind the little technical error you believe, I think I’m getting what Caloy meant. Let’s say Manny’s pre-IPO share was 30 and he went into IPO at 90/share… surely he profited on it, if he give up partial amount of shares, and reinvested it back and in the long run shares spikes up at the same time he is in the controlling side… Doon siya maaring yumayaman ng husto.
Seriously Cat, I am sure there is this omniscient powers in you but I am uncertain that we do not know your background and who you really are exactly.
You have this authoritative habit without showing your badge. Do you mind if I ask for this?
Toot ka ng toot jan, lihis sa topic ka naman…
Ang point dito is about Manny Villar’s current wealth increase. Was it an honest gain or not? What is your opinion?
And not…”What is your way to bash people?”
Don’t humiliate a fellow whom you think has lesser knowledge on a subject. Distasteful. Sino ka nga pala?
I am disappointed johnynymous. My background as one of the founders and writers in Barrio siete is still in my “about author.”
But to oblige, I taught Accounting both in the undergrad and graduate school. Then I worked in several industries where one of my responsibilities is to monitor our stock investments; prepare financial package for prospective investors and financial statement analyses for the board of directors. Baka sabihin ng iba tooting my horn na naman. hahaha
i am enjoying this.
“But to oblige, I taught Accounting both in the undergrad and graduate school. Then I worked in several industries where one of my responsibilities is to monitor our stock investments; prepare financial package for prospective investors and financial statement analyses for the board of directors. Baka sabihin ng iba tooting my horn na naman. hahaa”
BUT TO OBLIGE?! REALLY?! OR SPRINGBOARD TO TOOT-TOOT?
why then tell us and prove where? what school did you teach? who can prove it? what school did you graduate PhD like you claim? what company you prepared financial packages? did i read somewhere you claim you are a former dean? what school? TOOT-TOOT CAT! TOOT-TOOT! what would be your next claim? president of philippines?
anybody has a right to discuss an issue. the presentation may not be technical if it is not his field of expertise but logic will still show itself. @ the cat: technically when you talk of public corporations, you do not use fair market value but the actual price of a share of stock listed in the stock exchange to gauge the loss or gain in the sale at the time of transaction. the prevailing listed share price in the stock exchange also determines the profitability of a corporation. the term fair market value is more apt in describing the real estate industry. only when a corporation is purchased/sold (as an entity) when its fair market value is assessed. even then it will be in terms of value per share.
@cat, this is a fallacy:
“But of course when a private corporation goes public, one of the cons is that the founders or original stockholders will lose their control as more stocks coming from sale will dilute the ownership and the proportion of the share of original owners will be reduced.”
When a corporation goes public, normally it means the corporation is doing good. It needs more capitalization in the operation of business or expansion(s) thereof. The original incorporators buy the new shares offered in proportion to their current controlling interest (or even more). Otherwise, they will lose their seats in the board of directors and in the process lose the right making company policies and other business decisions.
Generally Accepted Accounting Principles are both applied in the US and Philippines.
When you are talking about proceeds from IPO, you do not talk about dividends.
Kahit na saang libro mo basahin yan, sasabihin pa rin dividends are declared out of income.
I am surprised that a CPA does not know this.
And when you are really in IPO, you know that only primary shares are offered to the public. KAYA NGA IPO. initial public offering. PRimary shares are new issued stocks. Hindi kasama dito ang stocks ng mga stockholders na may control sa company na tinatawag na secondadry shares.
I am surprised that a CPA does not know this.
AM I MISSING SOMETHING HERE?!
Puro ka kasi parinig. Hindi ako marunong mag-parining. Dinederetsa ko.
Is Nono a CPA? I think he is lawyer.
Is Caloy a CPA? I read all his comments and I don’t think he is.
I know Lila, Bluep, Silver are not CPA’s.
Who knows amongst the other commenters if they are. I have no way of knowing.
Which boils down to this question:
WHAT IS YOUR PROBLEM WITH ME CAT?! WHICH ONE DID I MISS? CARE TO LECTURE ME WITH YOU ALMIGHTY KNOWLEDGE?
(kaso paalis ako, brb, napadaan lang with emails about what’s going on)
sa mga hindi makabasa nang entry o kaya di maintindihan ang entry ko, at banat lang nang banat by relying on user comments, here’s a paragraph on the entry:
emphasis on INCOME.
TSE!
wahahahahhhahah!
at least kami ni Kutz, deretsahan. wahahahah ulit. peace Kutz!
point of clarification:
“the term fair market value is more apt in describing the real estate industry”
is better stated as follows:
“the term fair market value is more apt in describing the acquisition/purchase or sale of real estate properties”.
Yan nga ba ang dinasabi ko, nagmamarunong, mali naman. O baka sabihin mo nagsisinungaling ako. magbasa ka. hane.
http://www.ehow.com/about_5232422_stock-market-fair-value_.html
Ay kumain lang ako ng chichirya at chumismis lang sa kapitbahay, eto na ang nangyayari.
EEEEKKKKKK………..
@ Cat:
I assume you know what you are talking about. I will even assume you are logical, are motivated by an honest purpose, and that you are capable of looking at the larger implications. Having granted you all that, you must now grant that you miss the point completely.
It is not “making a killing” per se that is being addressed. It is “making a killing” at public expense, especially if proven to have been made “while” in office or with possible abuse of official position (registration of the Villar holding company while he was Senate President), or in a manner violative of a law or applicable regulation (IPO in relation to the SALN Law, PSE & SEC regulations).
Indeed, irrespective of whatever computational “value” your expertise urges you to offer as material to this issue, the only factual value material to this discussion is the P10B that Villar himself publicly asserts as having been earned out of “his” (undeclared in the SALN) company’s IPO. From an evidentiary standpoint, no one has to “prove” anything that Villar himself has already admitted and admitted publicly. Ano pa ang kailangan patunayan kung inamin na at pinangangalandakan pa mismo ni Villar?
In short, however Villar’s original shareholdings may have been valued prior to, during or after the IPO, the fact is he admitted, even asserts, that his wealth resulting directly from that IPO amounts to P10B. Any quibbling on what “values” are relevant is completely irrelevant.
So, now, the primary question this discussion seeks to dissect is: How was it possible for Villar to earn P10B out of the IPO? (As you can see, while the discussion explores other possibilities, no one here seriously raises sale of real or personal property, cash in bank, receivables, dividends as logical parameters to consider.) Indeed the IPO, as the only logical direction, was provided, not by the blog author or by anybody else, but by Villar himself and on public TV.
Consequently, on the basis of what Villar himself has admitted and on the basis of what info may be of public record, we must now address whether the manner and extent of Villar’s benefit from the IPO were regular and legal under applicable laws and PSE regulations. If they were in pro forma compliance with the legal requirements, were they provably honest?
Thus, we must inquire into his Statement of Assets, Liabilities & Networth (SALN) for the relevant IPO year. Moreover, a larger inquiry must be made on all his available SALNs to date (Senate, 2001-08) to know how, where and when he earned the capital to fund his shareholdings offered subsequently on IPO.
More fundamentally, the one sure way we can know how it was possible for him to benefit directly from the IPO is by inquiring where, when, how and by how much he made the initial investment. You see, none of these are in his 2001-08 SALNs at all. If this does not bother Villar or you, it certainly bothers us, and rightfully so. This is the larger implication adverted to in the first paragraph.
In sum, any “more logical” scenario that Villar himself may offer to justify the P10B in IPO earnings, or, for that matter, any other logically probable scenario that may be arrived at thru this discussion will eventually have to measured against the standards and requirements of the SALN Law and of other applicable regulations.
I do not mean to insult your intelligence, expertise or insightfulness, but if you are aware of the SALN Law, I’m certain your attitude would not have been as dismissive. Briefly, it is under this law that all public officials are required to submit (by 31 April of each year, for every year in the public service, regardless of whether the year is fully or partially served) a complete and honest SALN for purposes of ensuring transparency and honesty in the public service. Failure to do so is a punishable offense. Likewise, any intentional omission, mis/non-declaration therein constitutes perjury.
Thus, whether the P10B came from the IPO or from dividends subsequent to the IPO, regardless of what values are used, regardless even of whether the P10B came in increments, in a lump sum, as dividends, as receivables or whatever, the sorry fact is that we have not seen anywhere near that amount in Villar’s 2001-08 SALNs.
So, if Villar’s own declarations in his 2001-08 SALNs fail to explain the 1000%+ rise in his networth, how does he now explain this revelatory P10B which is nowhere to be found in those SALNs either? To be sure, he might be able to explain things away when he files his 2009 SALN on or before 31 April 2010. But that would present him with an extremely interesting dilemma, to say the least.
Consider: If Villar “corrects” his previous SALN declarations by filing an honest 2009 SALN that declares the P10B in IPO earnings as income in one form or another, he would be admitting indirectly that he committed perjury on any of his 2001-08 SALNs. On the other hand, if he does not declare it now, he will have committed another perjury to hide the previous perjuries.
You might have missed the unstated thread in this discussion: Villar’s character, his very honesty. If he could be dishonest and get rich as a non-public official, he certainly had no right to be so as businessman-congressman or senator. Most definitely, he has no right to continue to be less honest if he wishes to be president. Apropos to this discussion: If Villar as congressman and then as senator could not be honest and forthright in complying with the legal requirement under the SALN law, what laws will he “choose” to comply with honestly when he becomes president?
If I may drag in an analogical question equally relevant to Villar: If Villar, even as a non-public official, could inveigle Cory into signing the E.O. on the low cost housing project that allowed him and his kind to bleed the SSS-GSIS-Pag-Ibig to near bankruptcy, what presidential executive orders will he sign that will allow him to milk the public coffers for his own benefit?
I realize this has been long and tedious, but I hope you realize that the denigrating tenor of your comment made it necessary. It’d have been worth my and everybody else’s while if this now persuades you to make your comments relevant & on track. As you can see, we’re quite forgiving when it comes to intellect.
So, Cat, with respect, maaring wala kaming alam, pero alam namin ang aming sinasabi.
@Nono,
Enlightening explanation. No wonder they squared Erap Estrada with perjury cases regarding his wealth declaration in his SALN (remember the impeachment case?) while in fact, its these guys like Manny Villar have more questionable SALNs than Erap Estrada.
Correct me if I am wrong, as I have dont have a broad grasp of this IPO matter but from my own perspective,this IPO thing is only a part of Manny Villar’s money making machinery.
If we are to look into his previous SALNs, the percentages are really soaring with monetary glee and as an ordinary citizen of this land, I am left dumbfounded on how did he got those blemmin’ money so fast. As in whoa!
And with his pro-poor packaging, I am wondering too – how come he can earn 10B from his IPO while posing himself as a some sort of a messiah of the poor (DAW)? As a voter, that is really, really questionable.
Besides, we all know that in business, the word CHARITY is non-existent. No business will ever exist because they do charity. All they want in the end are PROFITS AND RETURN OF INVESTMENT. Those are the only things that matter for business-minded people at the end of the day.
And that is my purpose of the comment. Kung wala kang alam, tahimik lang at magbasa kasi pag nagcomment na mali, labas ang cluelessness mo.
You could have corrected me properly in my comments if I happen to misunderstand the concept or what, rather than saying this:
That’s what I did but look I got, ad hominems. My purpose was to inform.
That is a suggestion that in the forum where the issue is still not clear, you just observe and see where the debate is going if there are concepts or facts involved.
Just quoting the newspapers will not give you truth especially these days when black propaganda masquerades as news,
That is different from opinion. An opinion is your own while giving facts is kind of providing informatiin.
When I said dividends are declared only out of net income, it is not an opinion, it is a fact accepted by a body which regulates accounting standards.
An opinion is something like I am not good because I am using blogspot. That is highly illogical for an opinion.
Which I just laughed off because I am not a person who looks at the economic status of an individual.
Cat said: “That’s what I did but look I got, ad hominems. My purpose was to inform.”
your tone was very condescending, very all-knowing, putting down people so do not be suprised if you get ad hominems since your true purpose is really toot your horn. that is your style with benigno, with lila and everyone else at filipino voices! huh!
“That’s what I did but look I got, ad hominems. My purpose was to inform.”
“There is a monopoly of discussion when we lecture about facts.”
First, let me remind you Cat that this is just a blog site – not your classroom. You don’t really know who these people are and although you seem to be an accomplished lady, there are others here who may be equally accomplished if not more.
Second, the role of the teachers has long shifted from lecturer to facilitator. One basic approach to teaching is to allow the students to tell you what they know about a topic. From these students’ ideas, the teacher can:
1. reinforce those concepts that are correct, and
2. check the misconceptions that the students might have.
As a teacher, it is not appropriate to tell your students (not to mention na hindi mo students itong mga bloggers) to shut up dahil “nakakahiyang malaman na wala kayong alam”. Your comment came across as an awfully arrogant remark and provoked an equally irritated retort like, “ang yabang mo naman magsalita, bakit sino ka ba?”.
So Cat, if you got all those ad hominems – I say you invited them. Arrogance begets arrogance.
AMEN KUTZ! AMEN!
bluep,
it is true we are both educators but it is also true that we have to correct the students when they are wrong.
There was not even politics in my comment.
What I was correcting is the concept.
If your concept is wrong, all the reasonings that come with it are wrong.
So what if I were orange which I am not. You want me to think just like yours or the Noynoy cultists.
I thought we educators also encourage independent thinking?
There is a monopoly of discussion when we lecture about facts.
After that the educator becomes a facilitator, someone who direct the discussion so that time is not wasted.
When you are teaching about Nursing Concepts, do you tolerate a student who is insisting on something else which you think is wrong.
Independence in discussion is different from independent thinking about preference of a candidate.
Thank you for remembering that. If you will recall my contributions in this barrio siete were trivial stuff. No evidence of my credentials. Even in my blogspot account, I rarely discuss heavy stuff.
If correcting something which I think is wrong is elitism, you are free to hold on that thought.
If I were elitist, I would have responded to the blog that was dedicated to me when i left barrio siete. more than 200 comments that were directed to me.
i did not lift a single finger to defend myself. there was no blog about it. There were no e-mails explaining my absence from my side. No negative blog about BS and RE.
During the influential blog fiasco, I came back to defend barrio siete. There was not even reconciliation. I do not want to be in the middle of friendship so I stayed out.
But with the influential blogging fiasco, I have to defend a principle that BS advocated.
So now from a mere statement that I did which was my trademark, I am subjected to this kind of treatment ? But this was how I defended RE and BS. Suddenly I become an elitist. Thank you. hahaha
But bluep, I never take it personally with anybody. I do not expect people to come to my side. for me, one or two friends are enough. As I have said I value friendship so that all secrets are in my e-mails.
“i did not lift a single finger to defend myself. there was no blog about it.”
One B7 supporter sent me this link : http://blog.cathcath.com/teamwork-it-is-not-6268.html#comments
where in part it says:
I thank people who defend me – but nah! I too, can defend myself! DUH! Besides, I have the guinness book world of records in terms of nasty name calling title in pinoy blogosphere.
what’s wrong with being clueless? what’s wrong with not knowing? even Einstein made a huge blunder with his cosmological constant?
if we knew everything why go blogging?
Kulang pa ang pinagsamang biogesic at advil sa akin, sa pagbabasa ng mga comments here. Kaloka. OMG.
@ Silver:
Yes, Erap’s SALN was the single sworn document that pinned him down on the inconsistencies between what he declared and what he actually was proven to have or own. And just for contrast, the amounts involved in the Erap impeachment do not come anywhere near those associated with Villar, either by his own claim or on the basis of documents: VLL IPO personal earnings (P10B) and C5 (P6.2B).
I actually picked up on your comment above to fully develop the thesis underlying my FB Note, Of All People, Why Erap – Villar’s Vista Land IPO http://www.facebook.com/note.php?saved&&suggest¬e_id=397728787000 and very kindly posted separately by Reynz at http://barriosiete.com/of-all-people-why-erap-villars-vista-lands-ipo/
Based on what we have gathered from available documents thus far, it would seem that money making would be more than a reasonable conclusion. It would even seem that it is not merely a part but the entire money making machinery for his presidential run.
@Nono,
Yeah. I agree with your statement that Erap’s SALN is nowhere close to Manny Villar’s.
Question sir: Politicians are not allowed to own any interest or share in private companies nor participate in trading activities or perhaps, IPO. Is there a particular law which can shed on this one?
Thanks a bunch for the comment. Gained a lot for today.
Btw, thanks for picking up on my comment and diligently answering it.
Have a great day sir.
Let me correct this ridiculous error I made:
Para 10, 2nd sentence above which reads: “by 31 April of each year,..)”
should read: “by 30 April of each year,…” Indeed, if the law were to require “31 April” as the SALN filing deadline, then no one should be surprised if no public official would ever file one since that date will never come.
again it boils down to politics. Don’t let me discuss the SALN, baka may mainis na naman dito. hahaha
I agree, Cat. Avoid discussing SALN na lang kasi baka you will just begin your discussion with; “Tutal wala kayong alam at ako ay expert sa SALN dahil nagturo ako ng accounting sa undergrad ar grad school, ganito yun~~~”
HAHAHAHAHA, tama ka, marami lang maiinis sa iyo.
all i know is that: when people cannot argue properly, that’s when they throw crap na wala kayong alam.
@ Reynz – Padi, makasupog pero, please delete this previous entry and retain the next one. Much obliged. Thanks.
Deleted. Dai ko aram na Uragon ka man palan! Hahaha!
@nono. your comment(s) captured the real essence of the article. you argued your points with clarity. i agree with you in everything you expressed. i could have never said it with such authority. thank you!
seconding with caloy on nono.
I had the same observation as many of you have. Cat is too quick at dismissing people’s opinion as if the only idea that matters eh yung idea nya lang, hehehehe. But I don’t allow it to get on my nerves and you guys shouldn’t kasi di nyo naman sha knowz personally kaya bakit magmamater ang opinion nya about you davah?
Para sa akin, okay lang na makisawsaw tayo sa isang topic na medyo hindi saklaw ng ating line of expertise as long as wala ta naga claim nga we are experts on this field. So far, wala naman ditong nag claim ng expertise sa stocks eh, mapwera si Cat mismo. And although she didn’t make that claim directly, yun ang nakita kong implication ng kanyang “brief lecture” on stock exchange vocab saka yung sentence na isiningit nyang “wala kayong alam”…
So nung mabasa ko yung comment nya, napag dugtong dugtng ko yung dots based on her former posts and comments sa Reyna Elena pa lang. Sabi ko, andami naman palang expertise ni Cat; politics, economics, accounting, finance, effective writing, etc. Tapos magaling pala sha sa stock investing no?
Siguro ang yaman yaman na nya~ Teka bakit blogspot pa rin ang platform nya? Saka why the need to put other people down just because you think they are discussing a topic that you know more of? Why the need to prove to everyone na mas magaling ka? Mag contribute ka na lang ng idea at i point out mo yung mga misconceptions ng iba dyan kung meron ka mang napansin para maitama… Huwag masyadong maging mapag mataas at “all knowing” kasi some of these people might know more about this subject than you do. Malay mo humble lang talaga sila at ayaw ipahalatang expert sila dito, hehehe.
Ateng…ang puso mo…ang puso mo.
Wiz aketch care sa opinion nya, Atcheng! Sabi lang kasi sa banal na kasulatan eh lahat ika ng mapagmataas, ibababa, kay eto… I’m doing may part para magkatotoo ang nakatalagang mangyari, HAHAHAHAHAHAHAHAHA!!!
Ay ateng…nararamdaman ko na ang paghawi mo sa Red Sea…
Hahhahaha.
*taas ang plackard* REPENT FOR THE END IS NEAR!
Pumunta sa Garden ng Gethsemane..
Nagtago.
mayabang si Cat at istilo niya ang ganitong mga pa-define define pero huwag ka binunot niya lang iyan sa google. magbasa kayo sa FV. doon ninyo malalaman ang istilo niya.
i’ll give her the benefit of the doubt na lang. baka VILLAR si Cat kaya nasaktan sa entry hahaha
Gusto mo bang mabasa ang aking Now What, Cat? na kahit wala akong entry ay may traffic?
Yan ba ang basehan mo ng kayamanan? Babaw naman.
amen Kutz. nag agree din tayo. wahahahha!
The Ca t, u seem to be incapable of making your point without putting others down, both here and elsewhere. Isn’t that a sign of intellectual insecurity?
why should I be insecure? I am not that type who expresses opinions on every matter that happens in this planet Earth.
maybe expressing opinions isn’t a sign of intellectual insecurity, concern maybe?
Cat is nothing but a trying hard bitch. She claims to have PhD like Patricio Mangubat? Were they classmates?
Cat claims to be excellent in almost anything. Name it, she is the lord of all knowledge, high almight, all-knowing but could not present any credentials. Anybody can pull definitions from Investopedia or any internet sites, change it and claim it as her own. She is that. If she is all that all knowing where is her credentials? She is a toot toot train like what Reyna Elena said.
Ask FV people. They know her. Ask Reyna Elena. He/She knows her very well. Reyna Elena would not just tell because Reyna Elena is protecting Cat.
Hello Reyna Elena?
HUH?! i’m not protecting Cat! pwede ba?! halata ba sa sagot ko sa kanya? but I’ve made demarcation lines at hanggang dun lang sa point of contention that she raised. other than that, yeah I do know her, pero saakin na lang yon. UNLESS! hahaha!!! (nag-threat pa di ba?) hahaha!
I have defended Reyna Elena when he is right on several occasions even when his friends have abandoned him. I respect his being Noynoy fan. I have NEVER WRITTEN THE REASON why I left Barrio Siete. It was just confined in our e-mails. I value friendship and I respect him for taking side with his friend.
Now tell me, why is he protecting me? Do I need protection?
with you Cat having the I-AM-GOD-SYNDROME? you can defend yourself to high heavens. i’m a regular B7 reader and have read many times Reyna Elena defending you.
“I have NEVER WRITTEN THE REASON why I left Barrio Siete. It was just confined in our e-mails. I value friendship and I respect him for taking side with his friend.”
then what is keeping you? WRITE IT so all of us would know.
Yeah – I would be interested to find out Cat’s reason too.
I would love to read it.
Update: I found this one on Trapo2010 FB sent to me:
Behind every great wealth is a great crime (Villar pressure on PSE to okay stock offering bared)
http://www.facebook.com/profile.php?ref=name&id=600776342#!/note.php?note_id=107598505949287&id=107189419323145&ref=mf
Nacionalista Party standard-bearer Senator Manuel Villar earned P26 billion – P5 billion of which he supposedly earmarked for his presidential campaign – from an allegedly irregular transaction in 2007 involving his holding company’s shares.
Former president Joseph Estrada and Senate President Juan Ponce Enrile made this disclosure in a news conference on Thursday morning.
Presenting minutes of the Philippine Stock Exchange discussions in 2007 on Villar’s Vista Land and Lifescapes, Inc., Enrile said Villar appeared in a regular meeting of the PSE board and then had a caucus with them in June 2007.
As a result of Villar’s appearance before the PSE board, Enrile said, the board allowed the release from escrow of locked-up VLL shares for the company’s public offering.
“From the record of all these proceedings, there is no doubt in my mind that Senator Manuel Villar himself lobbied and exerted pressure to railroad the approval of his family-owned company’s request for exemption to enable him and his family to sell their shares which were otherwise subject to lock-up at a hefty premium!” Enrile said.
“Dahil sa palusot na ginawa ni Manny Villar, maraming gumaya at sumunod sa kanya. Mas marami pang mga investor sa stock exchange ang maaring naloko at nalugi. Sinira ni Manny Villar at ng mga kasabwat niya sa PSE Board ang integridad ng Philippine Stock Exchange [Because of the maneuvering of Manny Villar, many imitated and followed his example. Many more investors in the stock exchange may have been fooled and lost money. Manny Villar and his accomplices in the PSE Board have damaged the integrity of the Philippine Stock Exchange],” he added.
“Ito ba ang uri ng tao na dapat iluklok ng sambayan bilang susunod na Pangulo ng Pilipinas [Is this the kind of person the people should install as the next President of the Philippines]?” Enrile said.
“I ask Senator Villar to respond to these and other allegations squarely and convincingly. Our people, especially the poor who, he purports to represent must be given an explanation by a presidential aspirant that he has not taken advantage of them to become rich,” Estrada said.
Estrada said this showed that Villar was directly managing his company which was a violation of the law.
“He should have divested all his interest when he assumed his position as senator,” Estrada said.
By Norman Bordadora, Tetch Torres
Another update from Inquirer:
http://business.inquirer.net/money/breakingnews/view/20100422-265857/PSE-says-Vista-Land-listing-complied-with-rules
The Philippine Stock Exchange said Thursday that Vista Land & Lifescapes Inc. (VLL) complied with the listing and public offering requirements of the exchange based on its records in 2007.
The Vista Land offering was done subsequent to its listing by way of introduction, which allows a company to list its shares without conducting an initial public offering. The PSE rules encourage and, in certain cases, require the applicant company to conduct a public offering of its shares within one year following the listing by introduction.
In a statement, the PSE said its board had earlier approved the public offering of VLL and in a subsequent meeting in 2007 clarified that the “lock-up” rule would not apply to the sale by existing shareholders (owning less than 10 percent of the outstanding capital stock of the company at the time of the offering) of their shares as part of the public offering following a listing by introduction.
Typically, the lock-up requirement prevents owners from dumping shares of stocks of a newly listed company at the expense of the investing public.
“The PSE is committed to the development of the capital markets of our country and implements its rules to protect the interest of its stakeholders and the investing public,” PSE chair Hans Sicat said.
Sicat joined the PSE board and became its chair last year.
Other stock brokers said that at the time of VLL’s application, the PSE was just about to start lobbying in Congress for the removal of the dreaded documentary stamp taxes to reduce costs.
Shares of Vista Land & Lifescapes Inc. tumbled by 3 percent to close at P1.88 per share Thursday—in stark contrast to the generally upbeat stock market trading
.
As of Thursday’s close, VLL had a market capitalization of P16.56 billion and a public ownership of 32 percent.
the pse, villar, enrile and estrada are using mambo jambo lexicon to further muddle villar’s wealth/honesty issues. listen to this: such escrowed corporate shares of existing shareholders (meaning original incorporators as this was the first time VLL went public) can be sold (the lock-up provision being waived) but applicable only to those with up to 10% minority interest. bla bla bla. the reality is… based on the current listed stock price of VLL at p1.86, the publicly owned interest of the company at 32 percent have lost substantially as the 2.12b ipo originally traded in 2007 was between p3-p10/per share. to a layman it is better not to look any farther from nono’s explanation on issues covered by this article. any other explanation is simply to get pogi points at the same time hoodwink the voting public about villar’s personal integrity.
Usually, a lock-up is instated to majority shareholders so that they cannot trade their shares as trading huge quantities trigger abnormal increase/decrease in the market prices of the shares. During the lock-up, the locked-up shares are put into escrow to temporarily restrict their trading. They can only be released from escrow once the lock-up period is over.
From what I gather from the Inquirer article, PSE is saying that any incorporator or original shareholder holding more than 10% of the total shares cannot sell their shares during the IPO (referred to as lock-up). In the previous interview of Manny’s wife, she has said they own 60% of the shares of VLL. So how come the Villars were able to sell their shares during the IPO?
Once again, they are contradicting themselves. It’s becoming more and more obvious that they are in deep trouble now… Tsk tsk…
UPDATE:
Here is the link to Lila R. Shahani’s analysis of Manny Villar’s SALN (Statement of Assets, Liabilities and Net Worth)“
[...] If you noticed mga kabarrio, sunod-sunod ang headlines about the Vista Land IPO about Manny Villar. Pramis, hindi ako ang nagsimula nang tsismis na to. In my mind, ki Manny Villar den during his interview with Karen Davila when he said he earned P10 billion which he is now using to fund his presidential campaign. (Source: Manny Villar’s P10 Billion Vista Land IPO proceeds) [...]
I intended to post a pick-up comment to Silver’s comment [21 April, 12:26 pm] bringing up the Erap Impeachment. Added to recent developments and people’s cynicism about Erap being Villar’s denouncer, I thought it better to tie it all up with a different, more reflecting perspective.
I’d appreciate your ideas on what I wrote:
OF ALL PEOPLE, WHY ERAP? – Villar’s Vista Land’s IPO
FB Post 24 April 2010, 2:03 AM
http://www.facebook.com/note.php?created&&suggest¬e_id=397728787000
An excerpt:
“How ironic that it had to take a current Senate President and the only President ever impeached, convicted and pardoned, to access otherwise confidential PSE records and testimonies that debunk former Senate President Villar’s protestations of innocence in connection with his role in Vista Land’s IPO affair.
“A reminder about Erap’s impeachment and eventual conviction is timely and relevant. After all, cynics are saying, how ridiculous and inappropriate of Erap himself to be Villar’s denouncer for the very same classes of impeachable offense. We can’t blame them.
“But if we look at this Erap-Enrile expose from a wider but more reflecting perspective, we would actually see a completely different message, albeit one unarticulated by the denouncers themselves.
“To be sure, while it may be the business of candidates to inform us of their platforms and motives, it is our responsibility as voters to discern higher meanings in circumstances that present themselves, as they present themselves, even if those meanings may be completely unintended.
“What might Erap not know he’s saying?”
Please feel free to repost, linkback or circulate without further permission from me.
And thank you, Reynz, padi, for this allowing me to link it from here. Much appreciated.
Some current links:
1. Villar: TROUBLE WITH HELLOS – NP BET USED INFLUENCE TO TWIST STOCK MARKET RULES, By Gerry Lirio, Philippine Daily Inquirer, First Posted 00:40:00 04/23/2010 – http://newsinfo.inquirer.net/inquirerheadlines/nation/view/20100423-265926/Villar-Trouble-with-hellos
2. ESTRADA, ENRILE: VILLAR PRESSURED PSE BOARD FOR FINANCIAL GAIN, abs-cbnNEWS.com, 04/22/2010 7:11 PM – http://www.abs-cbnnews.com/business/04/22/10/estrada-villar-pressured-pse-board-financial-gain
3. ERAP CAMP INAKUSAHAN SI VILLAR NA GINIPIT ANG PSE KAYA KUMITA NG BILYONES, GMANews.TV, 04/22/2010 | 05:03 PM – http://www.gmanews.tv/story/189115/erap-camp-inakusahan-si-villar-na-ginipit-ang-pse-kaya-kumita-ng-bilyones
4. PSE SAYS VISTA LAND LISTING COMPLIED WITH RULES, By Doris Dumlao, Philippine Daily Inquirer, First Posted 19:55:00 04/22/2010 – http://business.inquirer.net/money/breakingnews/view/20100422-265857/PSE-says-Vista-Land-listing-complied-with-rules
5. VILLAR ADMITS MEETING PSE EXECS, DENIES MOVES TO FAVOR FAMILY-LED FIRM, AMITA O. LEGASPI, GMANews.TV, 04/23/2010, 07:07 PM -http://www.gmanews.tv/eleksyon2010/story/news/189215/villar-admits-meeting-pse-execs-denies-moves-to-favor-family-led-firm
6. SEC PROBES VILLAR’S STOCK SALE, abs-cbnNEWS.com, 04/23/2010 4:51 PM –
http://www.abs-cbnnews.com/business/04/23/10/sec-urged-speed-probe-villar
7. THE INSIDE STORY OF VILLAR’S VISIT TO PSE, Lala Rimando, abs-cbnNEWS.com/Newsbreak, 04/23/2010 11:06 PM – http://www.abs-cbnnews.com/node/96333
i’ll pick it up and post separately padi.
Diyos Mabalos saimo, padi!
[...] articles: 1.) Manny Villar’s P10 Billion Vista Land IPO proceeds 2.) Kursong walang matrikula: The basics of IPO (initial public offering) Viewed 2 times by 2 [...]
[...] this point, you should have already read the entry, Manny Villar’s P10 Billion Vista Land IPO proceeds. That’s where our discussion [...]
wall to wall revelations and all coming from him which is why its ludicrous for him to charge black prop.
for 1 thing, villar’s slide to oblivion was his own doing right from the start and i did not mean, the start of the election campaign. obviously, there’s just too many icky questions regarding how he has conducted his business and all his ealleged undue influence given his being a 3d highest gov official.
just how could he disassociate himself from being a senator/speaker to being a private person by showing up in a PSE board meeting, he doesn’t even have to open his mouth, say nary a thing, still his presence is unethical that by in itself creates undue influence.
then, i heard him saying “kumita pa nga ang gobyerno nang malaki – then mentioned millions in taxes” ano yon? as if to give justice sa billions na na-receive nya if indeed that was in violation of some rules? talaga bang bibilhin pati gobyerno?
when this election campaign started, sold out na sold out ako ki Manny Villar about the rags to riches story! Kairita naloko lang pala ako. and then it’s just a never-ending wall to wall revelations.
anong susunod nito? hindi sya si Manny Villar?
Question:
Di ba hindi allowed ang mga government officials to conduct business like that one?
Question lang para maintindihan ko. Salamat.
Cat claims to be excellent in almost anything.
Was there a claim? Mine is not even an opinion. It is based on facts.
What I am warning are those making comments who do not know what an IPO is and what was really the issue.
In relation to the points raised earlier in the Inquirer article posted by Reynz [April 22, 2010 at 10:27 pm], those made by Caloy [April 23, 2010 at 2:46 am] and Ana [April 20, 2010 at 1:47 pm & April 23, 2010 at 4:46 am], allow me to try and make better sense of where we are in this discussion and what option is left us as a consequence.
Frankly, I feel bad enough that the issues are so convoluted, so meshed. Compound that by the fact that I actually lost money in the VLL IPO.
Let me pick up from Cat’s comment [April 25, 2010 at 5:42 pm] where she made this distinction: “And when you are really in IPO, you know that only primary shares are offered to the public. KAYA NGA IPO. initial public offering. PRimary shares are new issued stocks. Hindi kasama dito ang stocks ng mga stockholders na may control sa company na tinatawag na secondadry shares.”
I don’t see any debate on the primary-secondary share distinction.
However, we must make a refinement to the general statement that “only primary shares are offered” in an IPO.
I don’t know how it is in other jurisdictions, but in the Philippines where Villar’s VLL IPO has become such a significant issue with business and political ramifications, it is important to note the exceptions.
Under the PSE Rules to which VLL IPO was supposed to be subject, secondary shares are exempt from the lock-up and may be put on offer only if the total does not exceed 10% of the controlling shares. On one hand, this rule is intended to stabilize trading on the shares. On the other, it is designed to prevent the existing shareholders from unloading their shares and making a killing during the IPO itself and for the duration of the lock-up.
There is another exception in the nature of “listing by introduction” by which a company is allowed to list its shares without conducting an IPO. It was under this second exception that VLL was allowed to offer some 28% of their secondary shares. Until when? All that the PSE now says is that its rules “encourage and, in certain cases, require the applicant company to conduct a public offering of its shares within one year following the listing by introduction.” In other words, VLL’s sale of its secondary shares may have been for such a period that allowed it to make enormous profits at the expense of the new investors.
So what are the issues? This seems to me a multi-faceted issue: regulatory, ethical, constitutional and political. Regulatory because it calls to question SEC’s regulatory role in the conduct of PSE business. Ethical because it calls into question the propriety of a public official (then, Sen. Pres. Villar) personally intervening in at least one of the private business affairs (IPO) of one of his private corporations (VLL) before a private entity (PSE) regulated by a public agency (SEC) in a matter involving public interest (securities market) for private benefit (profit). Constitutional because it has grave implications on the proscription against censurable conflict of interest and betrayal of public trust. Political because election is a political exercise, voting is a political right, Villar is a politician running for a political office. His honesty and integrity in respect of the VLL IPO must, therefore, be a relevant and necessary political concern.
I agree with Cat’s observation [April 25, 2010 at 6:32 pm] that says, “again it boils down to politics”. Indeed, it is *now*. However, we must not forget that it certainly was not political at the time the illegality or impropriety happened in 2007. That it was not political then does not make it any more or less political now. By the same token, that Villar had not yet, in 2007, declared his intention to run for the 2010 presidency does not make his actions in 2007 any less illegal in 2010.
But I understand Cat’s statement to mean that what makes it political now is the fact that one of Villar’s opponents (Erap) learned belatedly of what Villar did and how he did it. While political motives may have prompted Erap & Enrile to secure the PSE Board Minutes and other documents to verify their suspicions, there is nothing political in the result of that initiative. The results are and must be factual, the implications legal and, in the urgent imperatives of the elections, the remedy political: the ballot.
If not for anything else, their investigation has yielded for them a *truth* not borne of propaganda, but a propaganda borne out of verifiable, ascertainable truth.
It is remarkable that, instead of denying the factual allegations, Villar, his lawyer, the PSE and the SEC have all affirmed the essential facts: Villar intervened; Villar called the SEC a number of times; VLL got the listing by introduction. I don’t see anything political in those affirmations, either.
Further, VLL sold secondary shares, VLL made billions in profit, Villar and his wife earned P10B out of it. That secondary shares were sold is proven by Vista Land’s IPO Prospectus that lists only Polar Property Holdings, Calveston Investments Limited, Althorp Holdings, Inc., Cameron Global Ltd., Golden Haven Memorial Park and Cambridge Group, Inc. as the selling shareholders of those Secondary Offer Shares. Also of record is Villar’s claim that VLL made some P23B out of it. Consequently, it is now a factual question to ask how Villar could possibly have made P10B *personally* when Villar himself was not even among the selling shareholders. Likewise, factual and legal would be the question on why Villar failed to satisfy the law by failing to declare the P10B in his SALNs.
Further to this point, in answer to ANC Business Nightly’s Maki Oreta’s query [22 April 2010] why, if the Villars truly made 10B from the Vista IPO, this is not reflected in the Villars’ SALN (which, as of 2008 – a year and a half after the Vista IPO, reported the Villars’ networth at only P1.046B), Villar’s lawyer, Atty. N. R. Galang, averred that the P10B “is in the books of the companies; hence, the Villars did not include it in their SALNs.”
Either the lawyer did not think or did not think deep enough. She had just admitted that no PHP 10B was ever earned directly by the Villars from the VLL IPO, either through direct acquisition and trading, or by dividends. Worse, she had just admitted that the Villars have been and are still dipping into the coffers of VLL and of all the other Villar-controlled companies that are also shareholders of VLL. Nothing political there, either, just factual and legal. This is clearly illegal.
Interestingly, Villar now argues, by way of exculpation, that (1) whatever he may have done, he did not violate any law or regulation. (2) After all, the PSE even *denied* VLL’s requests *despite* his personal appearance and intervention; thus, no damage was done. Further, (3) he paid taxes and the government even earned from it.
The first statement above is a nothing more than a blanket denial amounting to nothing. It carries no evidentiary weight.
The second statement, is misleading; damage was done to the investing public, to the PSE, the SEC, the Office of the Senate President and the Senate itself as institutions vested with public interest. Worse, the second statement argues, by logical extension, that the only time an act becomes illegal is when it succeeds. If that were correct, then an akyat bahay thief, even if apprehended, must be innocent *if* he, in fact, did not succeed in stealing anything, or, having stolen, profited nothing from it anyway since he gave the stolen goods to charity. Setting aside the absurdity of this implied syllogism, the fact remains that, despite the supposed *initial* PSE denial, Villar’s intervention succeeded in exempting VLL from the 10% lock-up requirement via listing by introduction, thereby allowing VLL to sell and, on his own admission, earning personally for Villar and his wife P10B.
The third statement argues, in effect, that no one has a reason to complain about an illegality perpetrated upon oneself so long as one gains from the same transaction regardless of whether or not one was aware of being taken for a ride. Assuming this to be a valid logical construct, arguing this point to absurdity would yield an absurd conclusion. If you try to sell your car to me at the rate of P100/kilometer based on the odometer reading at the time of sale, and then drive me on a 500-kilometer round-trip test run from Manila to Baguio, should I pay you for the 500 extra mileage simply because I saw Baguio for the first time and even bought a broom to take home?
Where does this all find us? It finds confronted by the same issues that should inform our votes: Does the candidate, whose demeanor in respect of the VLL IPO shows him to be too shady, deserve being shaded further in the ballot?
To me, he no longer deserves to be so dishonored. I’ve already had the honor of having been taken for a ride.
On number 1 – definitely. This is the meat of the case and I could understand PSE and SEC’s bloody denial because it comes into question their essence of being.
On number 2 – And that’s my question. Is he nuts?! He is the 3rd highest ranking official, going to PSE and attending the meeting to work on his business interest – just how could one disassociate himself from being a public official to a private person in a split second if he wishes, he doesnt even have to say nary a word, his presence alone meant “something” and that something is undue influence. I don’t understand why he can’t seem to feel the impropriety then again I am just giving him the benefit of the doubt, really.
On number 3 – I will ignore number 3, i think that’s irrelevant to the issue, paying taxes to the government if the act was illegal does not make it legal, right?
@ Reynz:
On #3, Padi, mismo. If paying taxes erases criminal liability, then all criminals have to do is pay. Which now means drug lords and pushers may operate freely by simply paying taxes.
The only example I can think of whereby payment of taxes directly addresses criminal liability is tax evasion, but it still does not erase criminal liability; magbabayad pa rin sila ng penalty.
I went back to my IPO entry, indeed, I forgot to touch the primary and the secondary share.
■The Ca t
says:
April 25, 2010 at 5:46 pm
Yan nga ba ang dinasabi ko, nagmamarunong, mali naman. O baka sabihin mo nagsisinungaling ako. magbasa ka. hane.
http://www.ehow.com/about_5232422_stock-market-fair-value_.html
It only shows that your knowledge is based on theories you read in textbooks (being a teacher) and not the usage/application of the theories in actual business practice; like in the case at bar: Vista Land’s IPO.
For VLL’s IPO shares, on the date of purchase; the buyer of the new stocks cannot talk of fair market values as there is no history of the stocks.
This is how Fair Market Value is defined/explained in the website you
supplied above:
Stock market fair value is used in two ways. The first is the price difference between the stock market futures value and the individual stocks that make up the index. This difference is referred to as premium.
The second use is in fundamental analysis where investors attempt to value a stock in future years using different valuations and then compare that value to the current price of a stock.
The operative words in the first way of using Fair Market Value are “stock market futures value” and “premium”. This cannot be applied to the IPO shares precisely because these are newly issued stocks. It will be only when these stocks are sold in the future when a gain (premium) or a loss (discount) will be determined.
The second alternative/usage of Fair Market Value for practical purposes is applied when a proposal/bid to take over/purchase a corporation is made. And this is explained in the website as follows: Fundamental stock analysis is the use of balance-sheet data to determine the value of stocks.
For purposes of simplicity or for easy understanding, I described gain/loss in stock trading by the listed price or “quoted price” of a company’s stock in the stock exchange at the time of purchase or sale
of the stocks on the “floor”.
In the purchase or sale of real estate properties, it is usually the Fair Market Value as against Acquisition Value and/or Assessed Value which is used as the starting point of the transaction. Hence FMV is more apt in describing real estate properties.
In closing, I am open to argue with you in this field which you are an expert of. It would be interesting to see where it will go. I think I can hold myself fairly having been in the banking/financial field both there in the Philippines with Metrobank and here in America with Hibernia National Bank.
Yo da man Caloy! “I think I can hold myself fairly having been in the banking/financial field both there in the Philippines with Metrobank and here in America with Hibernia National Bank.”
Now, let’s hear it from Cat, where her experience is coming from.
Most people kasi can just google and with a little bit of understanding can become expert.
@ Caloy
You might find yourself going IPO-IPO by being booked with unfair market value for failing to even say “Thank You” for the URL. But I guess that would be a par value for the course.
[...] my 1st entry, where I blogged about the P10 billion IPO proceeds, Manny Villar claimed that he and his wife earned that P10 billion pesos. Now, will somebody please [...]
Isa pang hindi kapani-paniwala sa sinabi ni Sen. Manny Villar (HOT SEAT-BANDILA, ABS-CBN News Program, April 30,2010) ang pagtanggi na siya ay kumita sa IPO ng VLL (Vista Land). Sabi niya ang Holding Company daw kung saan isa (1) lang siya sa may-ari. Kung ito ay totoo, paano maipapaliwanag na siya mismo ay nakipagpulong sa PSE (inamin niya at sinabing walang illegal sa ginawa nya) bilang isang stockholder na may controlling interest sa VLL. Ayon sa batas at sa mga naging desisyon ng Supreme Court na ang corporation at ang stockholder ay may separate personality. Ang corporation ay may mga itinalagang kinataean sa katauhan ng mga Directors at sa ibang pagkakataon sa pamamagitan ng mga corporate officers. Si Sen. Villar, bagamat may actual na financial interest sa VLL at sa Holding Company na isa sa mga may-ari nito, ay hindi nahirang na Director o Corporate Officer ng mga kumpanyang nabanggit. Ang sagot ni Sen. Villar kung bakit siya dumalo sa pulong ng PSE ay bilang isang stockholder o sa kanyang “personal capacity”. Sa nasabing pagpupulong, naipapakita lamang na hindi niya kayang mapaghiwalay ang pagiging businessman at pagiging public official. Ganito rin ang nakasaad sa kanyang political advertisement tungkol sa mga nagawa nya. Nakasaad doon na ” NAKAPAGPATAYO NA SYA NG HIGIT SA 200,000 NA BAHAY”. Ito ay kahalintulad din ng advertisement ng REAL ESTATE COMPANY nya (Camella Homes?- malimit kong naririnig sa Morning Program ni Mike Enriquez sa DZBB) na ” NAKAPAGPATAYO NA NG HIGIT SA 200,000 NA BAHAY”. Hindi kaya ang binanggit ni Sen. Villar na 200,00 na bahay ay iyon ding ibinebenta ng kumpanya niya? Paano ito makakaapekto sa sinabi nya na “KUNG GUSTO KONG YUMAMAN PA, BABALIK NA LANG AKO SA PAGKA-NEGOSYANTE.”? Tinalikuran nga ba niya ang pagiging negosyante habang sya ay opisyal ng goyerno? Marami na nga syang nagawang batas na tungkol sa ikagagaling at ikauunlad ng industriya ng Real Estate/Land Development/Housing. Ginagamit rin kaya nya ito, ang pagiging opisyal ng gobyerno, para sa personal na kapakinabangan?