Manuela Corp

‘Vista Land should answer issue, not me’

‘Vista Land should answer issue, not me’
By Michael Lim Ubac
Philippine Daily Inquirer

BACOLOD CITY—Nacionalista Party standard-bearer Manuel Villar Thursday chose to ignore yet another attack hurled by a rival, this time involving his shares in property firm Vista Land & Lifescapes Inc.

Noting that the allegations were raised by the camp of deposed President Joseph Estrada, another presidential candidate, Villar said: “I will not answer him on this issue, and I will leave this to the company to answer. Anyway, this is a private issue and should be answered appropriately by the company.”

However, he made it clear at a press conference here that the sale of his shares was aboveboard. “It’s clear that I am not doing anything wrong, and this is just politicking,” he said.

Instead of discussing the nitty-gritty of the sale of his shares, Villar urged the media to rely on a press statement issued by Vista Land early in the day.

“The company has already issued a press release on that, and they completely answered all the issues raised,” said Villar.

He then challenged Estrada and his camp to bring the issue to the proper forum. “I won’t be easily affected by this kind of story. But we deny that,” he said.

Rehashed issue

Villar noted that “the allegations have been answered already by Vista Land, which is a private company owned by thousands of stockholders—many of them foreigners—and they are the ones who will answer this issue.”

He reminded the media that this was exactly what he meant when he talked, at the start of the campaign, of rehashed and concocted issues to be released by his rivals on installment basis all throughout the campaign season.

Villar may have held back his punches, but his spokespersons went on the offensive, labeling Estrada and Senate President Juan Ponce Enrile liars.

In a statement, lawyer Nalen Rosero-Galang, chief legal officer of Villar, lashed back at Estrada and Enrile for allegedly “peddling lies and deceiving the public regarding the propriety of the stock offering of his real estate company.”

She labeled the charges “pure fiction.”

She vehemently denied Enrile’s accusation that Villar influenced the Philippine Stock Exchange (PSE) board in June 2007 into approving his request to release almost 30 percent of his own shares in the family-controlled Vista Land from the lock-up period in alleged violation of stock exchange rules.

Galang said the public offering of the shares of stock of Vista Land was done in compliance with the requirements of the Securities Regulation Code and the rules of the PSE.

She said Estrada and Enrile were “lying through their teeth” when they claimed that Villar had pressured the PSE board into approving the public offering of Vista Land stocks.

“For the enlightenment of Mr. Estrada and his Honorable Enrile, the bulk of Vista Land shares, or 85 percent thereof, was taken up by foreign investors. So, how can they claim that Filipino investors were duped by Senator Villar?” she said.

Cleared by SEC, PSE

She disclosed that the public offering was cleared by both the SEC and the PSE.

“There was full disclosure of all material information as required by law. There was an Offering Circular, which not only complied with Philippine legal requirements but also conformed to the international standards and practices,” Rosero-Galang said.

She added that UBS Investment Bank acted as global coordinator and book runner of the international offering of Vista Land shares, while BDO Capital & Investment Corp. acted as issue manager and domestic lead underwriter.

She added that two reputable Philippine law firms–Romulo Mabanta Buenaventura Sayoc & Delos Angeles and Picazo Buyco Tan Fider & Santos—and two reputable international law firms—Allen & Overy and Skadden Arps Slate Meagher & Flom—affirmed the legality of the share offer.

Galang also stressed that the pricing of the shares for purposes of the public offer was arrived at through an international book-building exercise that was coordinated by UBS.

Nothing irregular

“While it is true that Senator Villar appeared before the PSE board, there is nothing irregular with the said appearance. PSE listing applicants do that, when deemed necessary to secure the approval of their listing application,” she said.

“The PSE is a private corporation, not a government agency. Senator Villar appeared in his private capacity, as a controlling shareholder of an applicant, not as a government official.

“The lock-up requirement which Vista Land requested the PSE to waive is a requirement under the rules of the PSE, not under any law or regulation. It is well within the power of the PSE to waive any of its rules on just and meritorious grounds. Senator Villar’s appearance was to explain the circumstances which make the request for waiver just and meritorious,” she added.

Most importantly, Galang said the PSE board, in the end, did not grant the requested waiver despite the appearance of Villar.

No waiver by PSE

She said this showed that the PSE board was not influenced, much less pressured, by Villar’s appearance before it.

“The PSE Board allowed the release from escrow of the shares of one corporation because the board concluded that those shares were not subject to the lock-up requirement. To reiterate, contrary to the allegations of Mr. Estrada, no waiver was granted by the PSE Board,” Galang said.

To date, none of the Villar companies have undelivered undertakings or unpaid obligations to the Pag-Ibig or the National Home Mortgage Finance Corp., she said.

“If they are insisting otherwise, they should present documents to the public, cite figures of any unpaid loan. If they cannot, they should stop rehashing issues, which have long been answered and settled,” said the lawyer.

Galang also categorically denied that Manuela Corp. ever obtained a loan or any credit accommodation from the Government Service Insurance System or the Social Security System.

If Enrile insisted otherwise, he should present documents to support his claim, she added.