Africa asks court to void election of Nieto group to board of Philcomsat Holdings

The group of lawyer Victor Africa has filed a complaint with the Makati Regional Trial Court, seeking the nullification of the election of Manuel Nieto and his associates to the board of directors of Philcomsat Holdings Corp. (PHC).

The complaint, filed on Sept. 10, also seeks to recognize Africa as the proxy of Philcomsat so he would be allowed to vote the shares standing in Philcomsat’s name at subsequent elections for the members of the PHC board of directors.

The Nieto group and the government through the Presidential Commission on Good Government, have retained management control of PHC despite efforts by the Africa camp to derail the election process.

PHC held its annual stockholders meeting despite an order issued by the Court of Appeals, preventing the Securities and Exchange Commission from enforcing certain orders, among which is the holding of stockholders’ meetings of the company and its parent firms Philippine Overseas Telecommunications Corp. and Philippine Communication Satellite Corp.

In justifying the holding of its meeting, PHC Holdings said its board had passed a resolution calling for the conduct of a meeting to bring back public confidence in the company.

Formerly Liberty Mines, PHC has not held a stockholders’ meeting since 2000 due to an ownership dispute among shareholders of its parent firm Philippine Overseas Telecommunications Corp.

Apart from Nieto, others elected to the board were Benito Araneta, Oliverio Laperal, Philip Brodet, Roberto San Jose, Prudencio Somera, Manuel Andal, Luis Lokin Jr., Enrique Locsin, Roberto Abad and Julio Jalandoni.

PHC explained that other directors of Philcomsat Holdings who were designated by the firm’s president could preside over the meeting except for Nieto and Lokin who were both enjoined by the CA from voting Philcomsat shares in the meeting.

Africa questioned the nominations committee appointed by the Philcomsat board, saying it lacked an independent director as required under the SEC’s Code of Corporate Governance.

He also assailed the nominations committee for invalidating proxies in his favor. Africa claimed that his group owns 81 percent of Philcomsat Holdings.

Meanwhile, PHC invested P80 million in a call center project in joint venture with SM eVentures Inc. and Netwisers Info Technologies Pvt Ltd. A new wholly-owned subsidiary, Telecommunication Center Inc. was formed by the group to serve as the corporate vehicle for the project.

The new venture is operating with a 150-seat capacity and is expected to be a 500-seat call center, doing various outbound campaigns initially with North America.

The company is also considering liquefying some real estate properties in Pasig in view of the continued slump in the industry.

PHC had earlier planned to go into real estate development in partnership with a local group and several Singaporean companies.

The company also signified its interest to go into the telecommunications business with Philcomsat but it still has to determine up to what extent it can venture into the business.

PHC earlier raised P926.16 million from a private placement. The proceeds were placed with various financial institutions in fixed income instruments.