PNB ‘exploring alternative approaches’ to facilitate listing of property dividend corporation

Merkado Barkada

January 13, 2025 | 9:55am

Philippine National Bank [PNB 29.90 ?0.7%; 28% avgVol] [link] responded to the exchange’s query about its outstanding property dividend that it declared in early 2021. To refresh, PNB declared a property dividend of 0.156886919 shares of PNB Holdings Corporation (PHC) for every 1 share of PNB owned. All shareholders of record as of May 18, 2021, were entitled to receive this property dividend, but it took forever for PNB to set a distribution date, which it eventually did, for October 25, 2024. However, that date was only applicable to shareholders who received an eCAR from the BIR and who had fully settled their withholding tax obligation. In October, PNB said that it had obtained 902 eCARs out of the 36,362 eCARs required for all shareholders entitled to the property dividend, but that only 224 of those shareholders with eCARs had fully paid their taxes and were eligible to actually receive the property dividend. According to this update–three months later–PNB is saying that an additional 313 eCARs have been issued (total of 1,215 of out 36,362), and that an additional 44 shareholders had fully paid their taxes (total of 268 out of 36,362). As part of this update, PNB said, “PHC has communicated that it is actively exploring alternative approaches that will align with its goal of facilitating the successful listing with the PSE.”

MB BOTTOM-LINE:  What an ugly mess. My inbox has emails from over 200 PNB shareholders complaining about how they’ve been treated by PNB through this process, complaining about how confusing the requirements are, and about how little assistance they’ve received from PNB. In just a few weeks, this trainwreck will have been going on for four years, with no clear end in sight. They’ve only put together compliant documentation packages (eCAR + taxes paid) for just 0.7% of eligible shareholders. The only “positive” here is that they’ve made a tiny bit of progress on getting eCARs (which is PNB’s responsibility), but at the current pace (313 eCARs per quarter), it’s going to take PNB another 112 quarters to process all the eCARs for the eligible shareholders. While I’m guilty of being a little silly by saying that, the numbers simply don’t lie. That’s the trend. It’s up to PNB to do better, or it’s up to one of the regulators to step in and “incentivize” PNB to do better if it’s unable to figure this out on its own. This should never happen again. Remember when DITO [DITO 2.10 ?5.8%; 106% avgVol] screwed up so bad it made the PSE step in to make new rules to protect the integrity of the market’s reputation? Whatever “this” is has risen to that level. PNB Rule when?

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