ICTSI creates preferred shares for Filipinos only

By JAMES A. LOYOLA
June 20, 2010, 11:03am

International Container Terminal Services Inc. (ICTSI) is creating a class of voting and low par value preferred shares reserved for Filipino investors only in order to allow more foreign investors to buy its stock.

In a disclosure to the Philippine Stock Exchange, ICTSI said “this was intended to address the problem of the ceiling on foreign shareholdings restricting the active trading by foreign investors of ICTSI’s listed shares in the PSE.”

ICTSI noted that the establishment of similar voting and low par value preferred shares has been used by other listed companies to increase the effective participation of foreign investors in their listed common shares, without affecting the beneficial ownership and economic interest of their existing shareholders.

The ICTSI board of directors approved the amendment of the firm’s articles of incorporation to reclassify the existing authorized 1 billion Preferred Shares with a par value of P1.00 per share.

These will be reclassified into 993 million Preferred A Shares with a par value of P1.00 per share, inclusive of the outstanding Preferred Shares, and 700 million Preferred B Shares with a par value of P0.01.

This amendment of the articles of incorporation will be submitted for approval of ICTSI stockholders at a special meeting to be held on August 11, 2010, with record date on July 12, 2010.

ICTSI said the preferred B shares will be voting and shall be issued only to Philippine Nationals and is not convertible into common shares.

These will have dividend rights to be provided by the ICTSI board but this will not be more than 10 percent of the par value.

The preferred B shares will be redeemable at the option of the ICTSI board if the nationality restrictions applicable to ICTSI is lifted by legislation or constitutional amendment.

ICTSI said it also has the right to designate a qualified Philippine National to acquire the Preferred B shares if a holder wishes to transfer his sharesholdings.