A major feature of the internal family dispute centered on a contractual clause that could expose the company to as much as P23 billion in losses if control of First Gen changed.
These provisions were no disclosed to the public when the deal was first announced in February. potential financial impact.
Nearly two months later, First Gen first disclosed the clause on April 13 after the exchange sought clarification, before providing additional details in a revised filing related in early May this year.
Broad disclosure violations
The PSE cited Sections 1, 2, 4.1, 4.2, 4.3, 4.4(u)(ii) and 16 of its Listing and Disclosure Rules.
Together, the provisions require listed companies to provide investors with full, fair and timely disclosure of material information, promptly disclose developments that could affect investment decisions, report major transactions approved by their boards and shareholders, and quickly update or correct earlier disclosures when they become inaccurate.
Deal became flashpoint
The disputed clause later became a flashpoint in the Lopez family’s leadership battle after relatives seeking to remove chief executive Federico “Piki” Lopez argued it could allow Prime Infrastructure to acquire certain First Gen assets at steep discounts.
First Gen has maintained the provision had been included in the original binding terms signed on Feb. 13, was formalized in definitive agreements executed on March 6, and was intended to protect its investment partner in the event of a change in management rather than penalize shareholders.
—Edited by Miguel R. Camus
