VILLAR LAND Holdings Corp. said it has not yet received a copy of the complaint filed by the Securities and Exchange Commission (SEC) and will respond to all allegations once it does.
“Villar Land and its directors will answer all the allegations leveled against them after formal receipt of the alleged complaint,” the company said in a statement over the weekend.
Over the weekend, the SEC announced that it had filed a criminal complaint against Villar Land, its related entities, and their officers for market manipulation, insider trading, and misleading disclosures that the regulator said distorted the company’s share prices and misled investors.
The SEC filed the complaint on Jan. 30, charging Villar Land (formerly Golden MV Holdings, Inc.) with violations of Sections 24.1(d) and 26.3 of the Securities Regulation Code (SRC) for making false or misleading statements and engaging in acts that operated as fraud or deceit upon investors, according to the Commission.
Respondents named in the SEC complaint include Villar Land Chairperson Manuel B. Villar, Jr., former Senator Cynthia A. Villar, directors Cynthia J. Javarez, Manuel Paolo A. Villar, Camille A. Villar, and Mark A. Villar, as well as independent directors Ana Marie V. Pagsibigan and Garth F. Castañeda.
The SEC also named related entities Infra Holdings Corp. and MGS Construction, along with their officers Virgilio B. Villar, Josephine R. Bartolome, Jerry M. Navarrete, and Joy J. Fernandez, for alleged violations of Section 24.1(b) of the SRC.
According to the SEC, the charges stem from its investigation into Villar Land’s public disclosures and trading activities, which the regulator said misled investors and distorted the market price of the company’s shares.
2024 FINANCIAL STATEMENTSVillar Land’s 2024 financial statements reported total assets of P1.33 trillion and net income of P999.72 billion, up from P1.46 billion the previous year. The company attributed the increase to a revaluation of its real estate holdings.
The SEC said these figures were disclosed to the public before the completion of the company’s external audit. The independent auditor later confirmed that the financial statements were not fully audited, particularly regarding the valuation of major properties. When audited statements were later submitted, total assets were reported at P35.7 billion.
The Commission’s complaint also cited trading activities by related entities, including Infra Holdings Corp. — owned by Virgilio B. Villar, brother of Manuel B. Villar, Jr. — and MGS Construction, which the SEC said appeared to create artificial demand and support Villar Land’s share price. Camille A. Villar was named for alleged insider trading after purchasing 73,600 shares in December 2017, shortly before a corporate disclosure that lifted the stock price.
“Building investor confidence in the Philippines is crucial in driving the inclusive and sustainable growth of our capital market and business sector for national development,” SEC Chairperson Francisco Ed. Lim said.
“In this light, the SEC is firm in addressing fraudulent and manipulative acts that mislead the investing public and distort our capital markets. The Commission likewise enjoins publicly listed companies to uphold the highest standards of good corporate governance to help strengthen and sustain investor confidence badly needed by our capital markets,” he added.
In November last year, the SEC revoked the accreditation of Villar Land’s appraiser, E-Value Phils, Inc., for failing to justify its P1.33-trillion valuation of the listed company’s properties. — Alexandria Grace C. Magno
