MANILA, Philippines – Alphaland Development Inc. (ADI) cannot transfer its shares in its joint venture with the Wenceslao Group to London-based private equity fund Ashmore Investment Management Ltd. unless Wenceslao waives its first right to the shares.
ADI is a unit of Alphaland Corporation, the company led by controversial businessman and former trade minister Roberto Ongpin who agreed to give up some of his prime assets to settle a dispute with Ashmore. These assets include Alphaland Bay City (ABC), ADI’s joint venture with the Wenceslao Group.
In a statement on Thursday, June 26, the Wenceslao Group said it formally asked ADI last week to “honor its contractual obligations” under the shareholders agreement governing their joint venture. The joint venture has a marina project located in the Manila Bay area near SM Mall of Asia.
Aside from its right of first refusal, the Wenceslao Group said it also has a “tag-along” right, which allows it to sell its holdings in the joint venture on the same terms Alphaland is transferring its shares to Ashmore.
“We need to look at the terms first between Alphaland and Ashmore before we can decide whether to exercise or waive our right of first refusal or invoke the tag-along,” it said.
In a disclosure to the Philippine Stock Exchange on June 6, Alpahaland said it ended its dispute with Ashmore by giving up some assets in exchange for Ashmore’s exit from the company.
Alphaland signed an agreement with Ashmore-led Alphaland Holdings (Singapore) Pte. Ltd. (AH) and Masrickstar Corporation (MC), transferring 4 of its major assets to a newly incorporated company owned by AH and MC. Among the assets was Alphaland’s stake in ABC.
“… but the Wenceslao Group was not asked first whether it would exercise or waive its right of first refusal,” the group said.