SEC exempts new HI shares from registration requirement

The Securities and Exchange Commission has exempted the proposed issuance of shares of House of Investments (HI), the highly-diversified investment company of the Yuchengco family, from the registration requirements.

HI will issue 1.39-billion preferred shares and 280.95-million common shares pursuant to its plan to merge with seven affiliate companies.

Under the articles of merger submitted to the SEC, HI, being the surviving entity, will absorb Honda Cars Quezon City, Isuzu Manila, Hi-Daiwa House Philippines, Satellite Properties Estate Corp., Zamboanga Gold Mining Corp., Zamboanga Wood Products and Hi-Realty Corp.

The plan of merger will require the issuance of HI shares to 112 shareholders of Honda Cars, Isuzu Manila, Zamboanga Wood Products, and Hi-Realty Corp.

HI said no shares of stock will be issued to the stockholders of the said corporations because said companies are wholly-owned by the holding firm.

In justifying its approval, The SEC cited Section 10.2 of the Securities Regulation Code, which provides that "the commission may exempt other transaction if it finds that the requirements of registration under the Code is not necessary in the public interest or for the protection of the investors such as by reason of the small amount involved or the limited character of the public offering."

HI was incorporated in 1959 as an investment bank. In its drive to own and directly manage its investments, HI shifted to a holding and management company which has principal business interests in consumer finance, construction and infrastructure, power, insurance, service and trading, food and agribusiness.

The company is managed by members of the Yuchengco family and corporations controlled by them, which collectively constitute the largest shareholder of the company.

Through the leadership of Philippine Ambassador to Japan Alfonso T. Yuchengco, HI steadily increased its holdings through the acquisition of various companies and industries and through its forged alliances with respected names in international business such as Bank of America, Fuji Xerox Corp., Dole Foods Co., Inc., Enron Power Co. of USA, Eisai Co. Ltd., Johnson and Higgins USA, Daiei Inc. of Japan, Sung-I Industries of Taiwan, and Kibun Headquarters Asia PTE.– Zinnia dela Peña