SEC: No decision yet on Calata petition to overturn PSE delisting

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By Krista A.M. Montealegre, National Correspondent

THE Securities and Exchange Commission (SEC) is set to come out with a decision on the petition of embattled agribusiness firm Calata Corp. to overturn the order of the Philippine Stock Exchange (PSE) to delist the company.

In an advisory posted on its website, the corporate watchdog said Calata’s appeal is still pending before the commission. The delisting took effect on Dec. 11, 2017.

“I think they should be ready to decide by now,” SEC Chairperson Teresita J. Herbosa said in a mobile phone message, referring to the Office of the General Counsel (OGC).

Both Calata and the PSE are “still filing their respective pleadings,” SEC Commissioner Ephyro Luis B. Amatong said in a separate message.

The SEC has oversight over self-regulatory organizations (SRO) such as the PSE, according to Rule 39.1 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code.

SROs are “solely responsible for processing and approving or rejecting applications for new listing of securities, suspension and delisting of listed issues and imposition of sanctions on listed companies for violation of SRO rules.”

A decision of an SRO may be elevated to the Commission En Banc, through the OGC, through an appeal pursuant to the 2016 Rules of Procedures of the SEC.

The SEC came out with the advisory after receiving a number of queries from shareholders of the delisted company.

“In the meantime, the public should be aware that shareholders of a corporation who believe that the directors or officers of such corporation have acted outside the scope of their authority or have breached their fiduciary duty may have remedies under the Corporation Code or the Securities Regulation Code, including but not limited to the filing of derivative suit or action for civil liability against the directors/officers of the corporation,” the SEC said.

The PSE initiated involuntary delisting procedures against Calata last July after counting a total of 55 violations of disclosure rules in the period from November 2016 to June 2017. The PSE also found the company to have violated the blackout rule, where officers of a company are not allowed to trade their company’s shares within a prescribed period.

The SEC, on Jan. 26, had stopped the initial coin offering (ICO) of Krops, involving three other Calata-led firms: Black Cell Technology, Inc., Black Sands Capital, Inc., and Black Cell Technology, Inc. The country’s corporate regulator said that the companies failed to register the securities being offered in the ICO, making the issuance illegal.

Prior to the violations cited for the delisting, Calata was also the subject of an investigation by the SEC for alleged market manipulation after its initial public offering in 2012.