Subic Bay Freeport – An alleged Subic Bay Marine Exploratorium, Inc. (SBMEI) stockholders’ meeting led by a convicted felon held at the Veranda by Cocolime in the Mansion Garden Hotel here on February 13, received flack from major shareholders.
According to a representative of HS Equities Ltd., convicted American national Timothy Desmond who was arrested for falsification of documents, led the illegal SBMEI stockholders’ meeting that “was like a scene reminiscent of a theatrical farce.”
The representative added that a convicted fugitive facing deportation orchestrated the illegal stockholders’ meeting, complete with name placards for deceased individuals.
Desmond, who only holds 1.08% of SBMEI shares, led the fake Annual Stockholders’ Meeting (ASM) to elect the new Board of Directors of SBMEI.
The said meeting was aimed at seizing control of the multi-billion-peso SBMEI, which operates Ocean Adventure Marine Park and Camayan Beach Resort here.
HS Equities representatives stated that when they arrived at the venue to protest the illegal meeting, they found a bizarre scene: a long conference table meticulously arranged with name placards for all 25 shareholders of SBMEI. Each seat was empty.
The meeting of stockholders included deceased individuals including former CEO of SBMEI and original shareholder John Corcoran, original shareholder of the precursor company SMA Michael Renfrew, and Co-founder of SBMEI Scott Sharpe.
“Desmond, who personally knew those men and was aware of their deaths, deliberately placed their names on the table to create the false appearance of attendance and quorum.
The only people in the room were his two sons, former SBMEI employees, and Desmond’s assistant counsel,” the shareholder stated.
Before the meeting, Desmond sold one share each to Eva Ragadio, a former SBMEI employee; Alayson Macapagal, a former SBMEI employee; and Roiben Baun, an assistant to Desmond’s counsel.
These alleged share transfers were never recorded in SBMEI’s stock and transfer book and were never reported in the General Information Sheet filed by the Corporation with the SEC.
Under Philippine law, individuals not recorded in the stock and transfer book are not yet considered registered shareholders of the corporation and, therefore, possess no voting rights. Neither are they qualified to be elected as directors of the corporation.
The proxies presented by JV China, Inc. were proven to be falsified, as confirmed by Mr. Eric Mantondon, the Director of JV China, Inc.
Moreover, the two representatives of HS Equities objected to the holding of the Stockholders’ Meeting due to absence of Notice to all stockholders.
Despite the objection, Desmond proceeded to conduct the meeting, handing a script to Roiben Baun, Eva Ragadio and Alayson Macapagal, who voted for themselves and also voted for Terry Nichoson and Gail Laule as the new board members of SBMEI.
Both Nicholson and Laule were not present during the meeting
The representative added that nobody came to the stakeholders’ meeting except her and the proxy of HS Equities to oppose the said meeting.
