CEMCO

-versusNational Life Insurance Co.

[G.R. No. 171815; August 7, 2007]
Legend:
- Cemco Holdings, Inc. (Cemco)
- Bacnotan Consolidated Industries, Inc. (BCI)
- Atlas Cement Corporation (ACC)
- Union Cement Holdings Corporation (UCHC)
Petition for Review under Rule 45 of the Rules
of Court seeks to reverse and set aside the Decision
rendered by the Court of Appeals which affirmed the
judgmentof the Securities and Exchange Commission
(SEC) finding that the acquisition of petitioner CEMCO
of the shares of stock of BCI and ACC in UCHC was
covered by the Mandatory Offer Rule under Section 19
of Republic Act No. 8799, otherwise known as the
Securities Regulation Code.
FACTS:
- Union Cement Corporation (UCC), a publicly-listed
company, has two principal stockholders:

UCHC, a non-listed company, with shares

amounting to 60.51%, and

petitioner Cemco with 17.03%.

- Majority of UCHCs stocks were owned by BCI with
21.31% and ACC with 29.69%. Cemco, on the other
hand, owned 9% of UCHC stocks.
- In a disclosure letter, BCI informed the Philippine
Stock Exchange (PSE) that it and its subsidiary ACC had
passed resolutions to sell to Cemco BCIs stocks in
UCHC equivalent to 21.31% and ACCs stocks in UCHC
equivalent to 29.69%.
In the PSE Circular for Brokers No. 3146-2004 - that as
a result of petitioner Cemcos acquisition of BCI and
ACCs shares in UCHC, petitioners total beneficial
ownership, direct and indirect, in UCC has increased by
36% and amounted to at least 53% of the shares of
UCC.
- As a consequence of this disclosure, the PSE inquired
to the SEC as to whether the Tender Offer Rule under
Rule 19 of the Implementing Rules of the Securities
Regulation Code is not applicable to the purchase by
petitioner of the majority of shares of UCC.
- SEC, through its Corporate Finance Department
responded to the query of the PSE that the matter
must still have to be confirmed by the SEC en banc.
- Thereafter, the SEC en banc had resolved that
the Cemco transaction was not covered by the tender
offer rule.
- Respondent, National Life Insurance Company of the
Philippines, Inc., (NLICPI) - a minority stockholder of
UCC, sent a letter to Cemco demanding the latter to
comply with the rule on mandatory tender offer.

- In their comments, they were uniform in arguing that

the tender offer rule applied only to a direct
acquisition of the shares of the listed company and
did not extend to an indirect acquisition arising from
the purchase of the shares of a holding company of the
listed firm.
- In a Decision, the SEC ruled in favor of the respondent
by reversing and setting aside its previous Resolution,
and directed petitioner Cemco to make a tender offer
for UCC shares to respondent and other holders of UCC
shares similar to the class held by UCHC in accordance
with Section 9(E), Rule 19 of the Securities Regulation
Code.
- CEMCO filed a petition with the Court of Appeals
challenging the:

SECs jurisdiction to take cognizance of

respondents complaint and its authority to
require Cemco to make a tender offer for UCC
shares, and arguing that the tender offer rule
does not apply, or

that the SECs re-interpretation of the rule could

not
be
made
to
retroactively
apply
toCemcos purchase of UCHC shares.

- The CA rendered a decision affirming the ruling of the

SEC.
- It ruled that the SEC has jurisdiction to render the
questioned decision and that Cemco was barred
by estoppel from questioning the SECs jurisdiction.
-It, likewise, held that the tender offer requirement
under the Securities Regulation Code and its
Implementing Rules applies to Cemcos purchase of
UCHC stocks. :
- Cemco filed a motion for reconsideration which was
denied by the Court of Appeals.
- Hence, the instant petition.
ISSUES:
1. Whether or not the SEC has jurisdiction over
respondents complaint and to require Cemco to
make a tender offer for respondents UCC
shares.
2. Whether or not the rule on mandatory
tender offer applies to the indirect acquisition
of shares in a listed company, in this case, the
indirect acquisition by Cemco of 36% of UCC, a
publicly-listed company, through its purchase
of the shares in UCHC, a non-listed company.
3. Whether or not the questioned ruling of the SEC can
be applied retroactively to Cemcos transaction which
was consummated under the authority of the SECs
prior resolution
RULING:
1. On the first issue, the Court ruled that petitioners
contention lacks merit.

- Cemco, however, refused.

- Then a Share Purchase Agreement was executed by
ACC and BCI, as sellers, and Cemco, as buyer and as
such, the transaction was consummated and close.
- Respondent National Life Insurance filed a complaint
with the SEC asking it to reverse it previous Resolution
in favor of CEMCO and to declare the purchase
agreement of Cemco void and praying that the
mandatory tender offer rule be applied to its UCC
shares.
- Impleaded in the complaint were Cemco, UCC, UCHC,
BCI and ACC, which were then required to file their
respective comment on the complaint.

- In taking cognizance of respondents complaint

against petitioner and eventually rendering a judgment
which ordered the latter to make a tender offer, the
SEC was acting pursuant to Rule 19(13) of the
Amended Implementing Rules and Regulations of the
Securities Regulation Code, to wit:
- The foregoing rule emanates from the SECs
power and authority to regulate, investigate or
supervise the activities of persons to ensure
compliance with the Securities Regulation
Code, more specifically the provision on
mandatory tender offer under Section 19
thereof.
- Another provision of the statute, which provides the
basis of Rule 19(13) of the Amended Implementing

Rules and Regulations of the Securities Regulation

Code, is Section 5.1.
- The foregoing provision bestows upon the SEC the
general adjudicative power which is implied from the
express powers of the Commission or which is
incidental to, or reasonably necessary to carry out, the
performance of the administrative duties entrusted to
it.
- As a regulatory agency, it has the incidental power to
conduct hearings and render decisions fixing the rights
and obligations of the parties.
- In fact, to deprive the SEC of this power would render
the agency inutile, because it would become powerless
to regulate and implement the law.
- That the power conferred upon the SEC to promulgate
rules and regulations is a legislative recognition of the
complexity and the constantly-fluctuating nature of the
market and the impossibility of foreseeing all the
possible contingencies that cannot be addressed in
advance.
- Moreover, petitioner is barred from questioning the
jurisdiction of the SEC. It must be pointed out that
petitioner had participated in all the proceedings
before the SEC and had prayed for affirmative relief.
- Petitioner did not question the jurisdiction of the SEC
when it rendered an opinion favorable to it.

- The rule in this jurisdiction is that the construction

given to a statute by an administrative agency
charged with the interpretation and application
of that statute is entitled to great weight by the
courts, unless such construction is clearly shown to be
in sharp contrast with the governing law or statute.
- The rationale for this rule relates not only to the
emergence of the multifarious needs of a modern or
modernizing society and the establishment of diverse
administrative agencies for addressing and satisfying
those needs; it also relates to accumulation of
experience and growth of specialized capabilities by
the administrative agency charged with implementing
a particular statute.
- The SEC and the Court of Appeals accurately pointed
out that the coverage of the mandatory tender offer
rule covers not only direct acquisition but also indirect
acquisition or any type of acquisition.
- The legislative intent of Section 19 of the Code is to
regulate activities relating to acquisition of control of
the listed company and for the purpose of protecting
the
minority
stockholders
of
a
listed
corporation. Whatever may be the method by which
control of a public company is obtained, either through
the direct purchase of its stocks or through an indirect
means, mandatory tender offer applies.
3. As to the third issue, petitioner stresses that the
ruling on mandatory tender offer rule should not have
retroactive effect.
The argument is not persuasive.

2. On the second issue, petitioner asserts that the

mandatory tender offer rule applies only to direct
acquisition of shares in the public company.

- The action of the SEC on the PSE request for opinion

on the Cemco transaction cannot be construed as
passing merits or giving approval to the questioned
transaction.

This contention is not meritorious.

- Tender offer is a publicly announced intention by a
person acting alone or in concert with other persons to
acquire equity securities of a public company.
- A public company is defined as a corporation which
is listed on an exchange or a corporation with assets
exceeding P50, 000,000.00 and with 200 or more
stockholders, at least 200 of them holding not less than
100 shares of such company.
- Stated differently, a tender offer is an offer by the
acquiring person to stockholders of a public company
for them to tender their shares therein on the terms
specified in the offer. Tender offer is in place to protect
minority shareholders against any scheme that dilutes
the share value of their investments. It gives the
minority shareholders the chance to exit the company
under reasonable terms, giving them the opportunity
to sell their shares at the same price as those of the
majority shareholders.
Under existing SEC Rules, the 15% and 30%
threshold acquisition of shares under the
foregoing provision was increased to thirty-five
percent (35%). It is further provided therein
that mandatory tender offer is still applicable
even if the acquisition is less than 35% when
the purchase would result in ownership of over
51% of the total outstanding equity securities
of the public company.
- The SEC and the Court of Appeals ruled that the
indirect acquisition by petitioner of 36% of UCC shares
through the acquisition of the non-listed UCHC shares
is covered by the mandatory tender offer rule.
- This interpretation given by the SEC and the Court of
Appeals must be sustained.

- That there was no public hearing where interested

parties could have been heard. Hence, it was not
issued upon a definite and concrete controversy
affecting the legal relations of parties thereby making
it a judgment conclusive on all the parties. Said letter
was merely advisory.
- Jurisprudence has it that an advisory opinion of an
agency may be stricken down if it deviates from
the provision of the statute.
ABACUS SECURITIES CORPORATION
versus
RUBEN U. AMPIL
[G.R. No. 160016 February 27, 2006]
Facts:
Petitioner - Abacus Securities Corporation ("Abacus') is
engaged in business as a broker and dealer of
securities of listed companies at the Philippine Stock
Exchange Center.Sometime in April 1997, Respondent
Ruben Ampil (1) opened a cash account with Abacus
for his transactions in securities;[10] (2) Ampils
purchases were consistently unpaid from April 10 to
30, 1997;[11] (3) Ampil failed to pay in full, or even just
his deficiency,[12] for the transactions on April 10 and
11, 1997;[13] (4) despite Ampils failure to cover his
initial deficiency, Abacus subsequently purchased and
sold securities for Ampils account on April 25 and 29;
[14] (5) Abacus did not cancel or liquidate a substantial
amount of respondents stock transactions until May 6,
1997.[15]
Issues:

1) Whether the pari delicto rule is applicable in the

present case, and
2) Whether the trial court had jurisdiction over Abacus
alleged violation of the Revised Securities Act.
Ruling:
The Petition is partly meritorious.
The provisions governing the above transactions are
Sections 23 and 25 of the RSA[16] and Rule 25-1 of the
RSA Rules, which state as follows:
SEC. 23. Margin Requirements.
xxxxxxxxx
(b)It shall be unlawful for any member of an exchange
or any broker or dealer, directly or indirectly, to extend
or maintain credit or arrange for the extension or
maintenance of credit to or for any customer
(1)On any security other than an exempted security, in
contravention of the rules and regulations which the
Commission shall prescribe under subsection (a) of this
Section;
(2)Without collateral or on any collateral other than
securities, except (i) to maintain a credit initially
extended in conformity with the rules and regulations
of the Commission and (ii) in cases where the
extension or maintenance of credit is not for the
purpose of purchasing or carrying securities or of
evading
or
circumventing
the
provisions
of
subparagraph (1) of this subsection.
x x x x x x x x x
SEC. 25. Enforcement of margin requirements and
restrictions on borrowings. To prevent indirect
violations of the margin requirements under Section 23
hereof, the broker or dealer shall require the customer
in non-margin transactions to pay the price of the
security purchased for his account within such period
as the Commission may prescribe, which shall in no
case exceed three trading days; otherwise, the broker
shall sell the security purchased starting on the next
trading day but not beyond ten trading days following
the last day for the customer to pay such purchase
price, unless such sale cannot be effected within said
period for justifiable reasons. The sale shall be without
prejudice to the right of the broker or dealer to recover
any deficiency from the customer. x x x.
xxx. The law places the burden of compliance with
margin requirements primarily upon the brokers and
dealers.[22] Sections 23 and 25 and Rule 25-1,
otherwise known as the mandatory close-out
rule,[23] clearly vest upon petitioner the obligation,
not just the right, to cancel or otherwise liquidate a
customers order, if payment is not received within
three days from the date of purchase. The word shall
as opposed to the word may, is imperative and
operates to impose a duty, which may be legally
enforced. For transactions subsequent to an unpaid
order, the broker should require its customer to deposit
funds into the account sufficient to cover each
purchase transaction prior to its execution. These
duties are imposed upon the broker to ensure faithful
compliance with
the margin requirements of the law, which forbids a
broker from extending undue credit to a customer.

The main purpose is to give a [g]overnment credit

agency an effective method of reducing the aggregate
amount of the nations credit resources which can be
directed by speculation into the stock market and out
of other more desirable uses of commerce and industry
x x x.[19]
A related purpose of the governmental regulation of
margins is the stabilization of the economy.[20]
Restrictions on margin percentages are imposed in
order to achieve the objectives of the government with
due regard for the promotion of the economy and
prevention of the use of excessive credit.[21]
Otherwise stated, the margin requirements set out in
the RSA are primarily intended to achieve a
macroeconomic purpose -- the protection of the overall
economy from excessive speculation in securities.
Their recognized secondary purpose is to protect small
investors.
The law places the burden of compliance with margin
requirements primarily upon the brokers and dealers.
[22] Sections 23 and 25 and Rule 25-1, otherwise
known as the mandatory close-out rule,[23] clearly
vest upon petitioner the obligation, not just the right,
to cancel or otherwise liquidate a customers order, if
payment is not received within three days from the
date of purchase. The word shall as opposed to the
word may, is imperative and operates to impose a
duty, which may be legally enforced. For transactions
subsequent to an unpaid order, the broker should
require its customer to deposit funds into the account
sufficient to cover each purchase transaction prior to
its execution. These duties are imposed upon the
broker to ensure faithful compliance with the margin
requirements of the law, which forbids a broker from
extending undue credit to a customer.
It will be noted that trading on credit (or margin
trading) allows investors to buy more securities than
their cash position would normally allow.[24] Investors
pay only a portion of the purchase price of the
securities; their broker advances for them the balance
of the purchase price and keeps the securities as
collateral for the advance or loan.[25] Brokers take
these securities/stocks to their bank and borrow the
balance on it, since they have to pay in full for the
traded stock. Hence, increasing margins[26] i.e.,
decreasing the amounts which brokers may lend for
the speculative purchase and carrying of stocks is the
most direct and effective method of discouraging an
abnormal attraction of funds into the stock market and
achieving a more balanced use of such resources.
x x x [T]he x x x primary concern is the efficacy of
security credit controls in preventing speculative
excesses that produce dangerously large and rapid
securities price rises and accelerated declines in the
prices of given securities issues and in the general
price level of securities. Losses to a given investor
resulting from price declines in thinly margined
securities are not of serious significance from a
regulatory point of view. When forced sales occur and
put pressures on securities prices, however, they may
cause other forced sales and the resultant snowballing
effect may in turn have a general adverse effect upon
the entire market.[27]
The nature of the stock brokerage business enables
brokers, not the clients, to verify, at any time, the
status of the clients account.[28] Brokers, therefore,

are in the superior position to prevent the unlawful

extension of credit.[29] Because of this awareness, the
law imposes upon them the primary obligation to
enforce the margin requirements.
In securities trading, the brokers are essentially the
counterparties to the stock transactions at the
Exchange.[35] Since the principals of the broker are
generally undisclosed, the broker is personally liable
for the contracts thus made.[36] Hence, petitioner had
to advance the payments for respondents trades.
Brokers have a right to be reimbursed for sums
advanced by them with the express or implied
authorization of the principal,[37] in this case,
respondent.
It should be clear that Congress imposed the margin
requirements to protect the general economy, not to
give the customer a free ride at the expense of the
broker.[38] Not to require respondent to pay for his
April 10 and 11 trades would put a premium on his
circumvention of the laws and would enable him to
enrich himself unjustly at the expense of petitioner.
Securities and Exchange Commission
-versusInterport Resources Corporation

Facts:
The Board of Directors of IRC approved a Memorandum
of Agreement with GHB (Ganda Holdings Berhad).
Under said memorandum of agreement, IRC acquired
100% of the entire capital stock of GEHI (Ganda
Energy Holdings Inc.) which would own and operate
a 102 megawatt gas turbine power generating barge.
In exchange, IRC will issue to GHB 55% of the
expanded capital stock of IRC. On the side, IRC
would acquire 67% of the entire capital of PRCI
(Philippine Racing Club).
It is alleged herein that a press release announcing the
approval of the agreement was sent to the Philippine
Stock Exchange through facsimile and the SEC, but the
facsimile machine of the SEC could not receive it.
However, the SEC received reports that the IRC
failed to make timely public disclosures of its
negotiations with GHB and that some of its
directors, heavily traded IRC shares utilizing this
material insider information. For this reason, the
SEC required the directors to appear before the SEC to
explain the alleged failure to disclose material
information as required by the Rules on Disclosure of
Material Facts. Unsatisfied with the explanation, the
SEC issued an order finding that the IRC violated
the Rules in connection with the then Old
Securities Act when it failed to make timely
disclosures of its negotiations with GHB. In
addition, the SEC found that the directors of IRC
entered into transactions involving IRC shares in
violation of the Revised Securities Act.
Respondents, however, questioned the authority of the
SEC to investigate on said matter since according to PD
902-A, jurisdiction upon the matter was conferred upon
the PED (Prosecution and Enforcement Department) of
the SEC however, this issue is already moot since
pending the disposition of the case, the Securities
Regulation Code was passed thereby effectively
repealing PD 902-A and abolishing the PED. They also
contended that their right to due process was violated
when the SEC required them to appear before the SEC

to show cause why sanctions should not be imposed

upon them since such requirement shifted the burden
of proof to respondents.
The case reached the CA and said court ruled in favor
of the respondents and effectively enjoined the SEC
from filing any criminal, civil or administrative cases
against respondents. In its resolution, the CA stated
that since there are no rules and regulations
implementing the rules regarding DISCLOSURE,
INSIDER TRADING OR ANY OF THE PROVISIONS
OF THE REVISED SECURITIES ACT, the SEC has no
statutory authority to file any suit against respondents.
The CA, therefore, prohibited the SEC from taking
cognizance or initiating any action against the
respondents for the alleged violations of the Revised
Securities Act.
Issue:
1.) Whether or not the SEC has authority to file suit
against respondents for violations of the RSA.
2.) Whether or not their right to due process was
violated when the SEC denied the parties of their right
to cross examination.
Ruling:
The Revised Securities Act does not require the
enactment of implementing rules to make it
binding and effective. The provisions of the RSA
are
sufficiently
clear
and
complete
by
themselves. The requirements are specifically
set out and the acts which are enjoined are
determinable. To tule that absence of implementing
rules can render ineffective an act of Congress would
empower administrative bodies to defeat the
legislative will by delaying the implementing rules.
Where the statute contains sufficient standards and an
unmistakable intent (as in this case, the RSA) there
should be no impediment as to its implementation.
The court does not discern any vagueness or ambiguity
in the RSA such that the acts proscribed and/or
required would not be understood by a person of
ordinary intelligence. The provision explains in
simple terms that the insider's misuse of
nonpublic and undisclosed information is the
gravamen of illegal conduct and that the intent
of the law is the protection of investors against
fraud committed when an insider, using secret
information, takes advantage of an uninformed
investor. Insiders are obligatd to disclose material
information to the other party or abstain from trading
the shares of his corporation. This duty to disclose or
abstain is based n 2 factors: 1) the existence of a
relationship giving access, directly or indirectly to
information intended to be available only for a
corporate purpose and not for the personal benefit of
anyone and 2) the inherent unfairness involved when a
party takes advantage of such information knowing it is
unavailable to those with whom he is dealing.
This obligation to disclose is imposed upon "insiders"
which are particularly officers, directors or controlling
stockholders but that definition has already been
expanded and not includes those persons whose
relationship of former relationship to the issuer or the
security that is not generally available and the one who
learns such a fact from an insider knowing that the
person from whom he learns such fact is an insider. In
some case, however, there may be valid corporate

reasons for the nondisclosure of material information

but it should not be used for non-corporate purposes.
Respondent contends that the terms "material fact",
"reasonable person", "nature and reliability" and
"generally available" are vaguely used in the RSA
because under the provision of the said law what is
required to be disclosed is a fact of special significance,
meaning:

1.
2.

a material fact which would be likely to affect

the market price of a security or;
one which a reasonable person would
consider
especially
important
in
determining his course of action with regard to
the shares of stock.

But the court dismissed said contention and stated that

material fact is already defined and explained as one
which induces or tends to induce or otherwise
affect the sale or purchase of securities. On the
other hand, "reasonable person" has already been
used many times in jurisprudence and in law since it is
a standard on which most of legal doctrines stand
(even the doctrine on negligence uses such standard)
and it has been held to mean "a man who relies on
the calculus of common sense of which all
reasonable men have in abundance"
As to "nature and reliability" the proper
adjudicative body would be able to determine if facts of
a certain nature and reliability can influence a
reasonable person's decision to retain, buy or sell
securities and thereafter explain and justify its factual
findings in its decision since the same must be viewed
in connection with the particular circumstances of a
case.
As to "generally available", the court held also that
such is a matter which may be adjudged given the
particular circumstances of the case. The standards of
which cannot remain at a standstill.
Onapal Philippines Commodities, Inc.
-versusCourt of Appeals and Susan Chua
Doctrine:
- A contract for the sale or purchase of
goods/commodity to be delivered at future time, if
entered into without the intention of having any
goods/commodity pass from one party to another,
but with an understanding that at the appointed
time, the purchaser is merely to receive or pay the
difference between the contract and the market
prices (the so-called margin), is a transaction which
the law will not sanction, for being illegal.
- Commodity futures contract an agreement to
buy or sell a specified quantity and grade of a
commodity at a future date at a price established at
the floor of the exchange.
- Futures commission merchant/broker a
corporation or partnership, which must be registered
and licensed, engaged in soliciting or in accepting
orders for the purchase or sale of any commodity for
future delivery on or subject to the rules of the
contract market and that, in connection with such
solicitation or acceptance of orders, accepts any
money, securities or property to margin, guarantee
or secure any trade of contract that results or may
result therefrom.
FACTS:

- In April 1983, Susan Chua entered into a Trading

Contract with Onapal Philippines Commodities, Inc.,
a commission merchant/broker licensed to engage in
commodity futures trading in Cebu, through the
companys Account Executive Elizabeth Diaz.
- Every time a customer enters into a trading
transaction with Onapal, the latter communicates
the trading order by telex to its principal, Frankwell
Enterprises of Hongkong. A Confirmation of Contract
and Balance Sheet is issued upon consummation of
a transaction, either buying or selling commodity
futures. An order is transmitted to Manila from Cebu,
then to Hongkong and finally to Japan.
- Susan Chua invested P500,000.00 upon Diazs
advice that the business is profitable and that
Chua can withdraw her money anytime. A Trading
Contract was executed without Susan Chuas
awareness of the risks involved.
- Another P300,000.00 was invested by Susan Chua
upon Diazs advice to pay the difference in prices,
lest she lose her original deposit of P500,000.00.
- Susan Chua attempted to withdraw her money but to
no avail after Diaz told her that she could not get out
because some accounts are hanging on the
transactions.
- In asserting withdrawal, Susan Chua said that she
realized that speculating in prices and her paying the
difference between gains and losses without actual
delivery of goods to be gambling. She was not aware
of the risks and she wanted to discontinue.
-

She was given only P470,000.00 out of the

P800,000.00, thus this action for recovery of the
P330,000.00 balance.

ISSUE:
Whether or not the transactions violated the rules in
commodity futures contracts thereby rendering the
Trading Contract null and void and entitling Susan Chua
to the recovery of her losses.
RULING:
- YES. The Trading Contract executed between Susan
Chua and Onapal purports to be for the delivery of
goods with the intention that the difference between
the price stipulated and the exchange or market
price at the time of the pretended delivery shall be
paid by the loser to the winner.
- This is simple speculation, gambling or wagering on
prices within a given time; it is not buying and selling
and is illegal as against public policy.
- The Court is convinced that the parties never really
intended to make or accept delivery of any
commodity being traded because all of Onapals
customers were mere speculators who merely
forecast the rise or fall in the market of the
commodity.
- The Trading Contract bears all the indicia of a valid
trading contract reflecting as it did that the seller or
the buyer may elect to make or demand delivery of
goods agreed to be bought and sold.
- However, the implementation thereof deviates from
the true import of the agreement as when no such
delivery, actual or constructive, of the commodity of
goods is made, and there was only a payment and
receipt of the difference in prices (the margin) at
the time of delivery from that prevailing at the time
the sale is made.

- The following circumstances, rather irregular, would

further reveal that Susan Chua is justly entitled to a
refund:
o There is no evidence that orders of
Chua were actually transmitted to
Hongkong and Tokyo.
o There was no arrangement with the
Central Bank for Onapals remittance of
its customers money abroad.
o The money is in fact only kept in a
separate account in a local bank.
Onapal failed to prove that Chuas orders and money
were transmitted abroad.