Ang Pahayagan

SUBIC BAY FREEPORT — Majority stockholders of the Subic Bay Marine Exploratorium, Inc. (SBMEI), which owns and operates the popular Ocean Adventure marine theme park here, have decried a recent stockholders’ meeting that elected unqualified persons to the firm’s board of directors, saying it was an attempt to take over the multi-billion tourism company.

Virginia Dio, a representative of investor firm HS Equities Ltd., said Timothy Desmond, formerly CEO and Chairman of the Board of SBMEI, called for the said meeting on February 13 at a hotel in this free port without notifying all stockholders.

“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,” Dio said in a statement to the media on Thursday.

“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,” she added.

Dio said HS Equities representatives arrived at the hotel venue to protest the illegal meeting and saw “a bizarre scene” with a long conference table meticulously arranged with name placards for all 25 shareholders of SBMEI.

“It was like a scene reminiscent of a theatrical farce,” Dio recalled. “Each seat was empty,” she added.

Dio said the illegal meeting of stockholders listed former SBMEI officials, some of whom are already deceased. These included former SBMEI CEO and original shareholder John Corcoran, original shareholder of the precursor company SMA Michael Renfrew, and SBMEI co-founder 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,” Dio said. “The only people in the room were his two sons, former SBMEI employees, and Desmond’s assistant counsel,” she added.

Dio also alleged that Desmond sold one share each to three former SBMEI employees just before the supposed stockholders’ meeting, although the share transfers were not recorded in SBMEI’s stock and transfer book nor filed with the Securities and Exchange Commission.

Dio said these individuals, at the behest of Desmond, then proceeded to vote for themselves, as well as for two other persons who were not present in the meeting, as the new board members of SBMEI.

Dio pointed out that 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 and are not qualified to be elected as company directors.

The recent dispute is the latest in a series of internal management squabbles that hounded the SBMEI since its formation in October 2001 and the entry in 2002 of HS Equities Ltd., a corporation registered in the British Virgin Islands, to infuse funds for the development and operation of the Subic marine theme park.

In 2013, Dio accused Desmond of defrauding her and the companies she represented of $1.15 million and $1 million, respectively, for the theme park project. Desmond was convicted of fraud thereafter, served a sentence at the Olongapo City jail.

The Barredo Law Office in Olongapo City said in November last year that Desmond was “wrongly released” after serving the sentence, as there was a final deportation order against him from the Bureau of Immigration in 2016.

In 2017, a management standoff at the theme park also resulted in the removal of then CEO Arthur Tai allegedly due to “breach of trust and confidence” and the takeover of a new management led by Sharpe.

A source at SBMEI’s Ocean Adventure said on Monday that the marine park is now under heavy security because of the threat of another management takeover. (Taktikom News and Features)