Thursday, June 19, 2008 [ manilatimes.net ]
By Likha C. Cuevas-Miel, Reporter
The majority of the Philippine Racing Club Inc. (PRCI) stockholders decided to push through with their annual meeting on Wednesday despite the 72-hour temporary restraining order (TRO) issued by the Makati Regional Trial Court.
The TRO was served to keep the company’s directors from discussing and ratifying portions of the agenda with the shareholders.
Solomon Cua, PRCI president and chief executive, citing the opinion of lawyer Benjamin Santos, a stockholder, told reporters after the meeting that the TRO was allegedly “defective” since it was a derivative of a case still pending at the Supreme Court.
The TRO was filed on behalf of the company by minority shareholders Jalane Christie U. Tan, Marilou U. Pua, Aristeo G. Puyat and Ricardo S. Parreño against directors Santiago Cua Sr., Solomon Cua, Renato de Villa, Tham Ka Hon, Lim Teong Leong, Lawrence Lim Swee Lin, Exequiel D. Robles, Datuk Surin Upatkoon and PRC and/or JTH Davies Holdings, Inc.
Cua said that “to make the case look different” from the one pending with the higher court, the plaintiffs allegedly added defendants but basically the composition was still the same as with the earlier case. With this, the majority shareholders decided to proceed with the meeting for the approval of the Sta. Ana racetrack swap for ownership in JTH Davies Holdings, Inc. This allowed JTH to be folded under PRC and undertake the development of the 21-hectare race track into a mixed-use development.
Meanwhile, lawyer and PRCI director Brigido Dulay said in a statement that the move by PRCI’s majority shareholders and the board was a “wanton disregard for a lawful order by an established judicial authority” which “reflects the arrogance” of the Cua camp.
“For more than a year now, we, Filipino shareholders of the Philippine Racing Club, have clamored for a strong adherence on the part of the Cua board faction to time-honored principles, leaving us with no recourse but to seek the intervention of the courts. Consistently, the courts have supported our position,” he added.
The group filed a suit against the Cua group in the lower courts following allegations that the purchase of the P25-million JTH Davies Holdings, Inc. by the firm and a subsequent attempt to swap its shares with the ownership of the P12-billion racetrack were not fully disclosed.
The court imposed a TRO against the faction, preventing the swap. PRCI intends to move its racetrack out of Makati to make way for the possible development of its 21-hectare property. The company has been planning the transfer of PRCI’s racing activity to its new 71-hectare racetrack in Cavite since 1996.
The Filipino minority shareholders who collectively own 25 percent of the company represented by Dulay, also questioned the “apparent surge” of Malaysian shareholdings in the racing club and this was allegedly done through the back door and there has been a “questionable surge” as shown by PRC’s breach of foreign ownership cap reported by the Philippine Stock Exchange last year.
The Malaysian interest in PRCI is represented by the Kuala Lumpur-based Magnum Investment Holdings Berhad and its chair, Datuk Surin Upatkoon, sits in the racing club board.
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