The majority stockholder of Holcim Philippines Inc. is planning to delist the company from the Philippine Stock Exchange, adding to a growing number of listed firms opting to go private as their share prices wallow in the bourse.
In disclosures to the PSE, Holcim Philippines, said it has received notice from Holderfin B.V. of its intent to conduct a tender offer to all stockholders of record of the Company for purposes of delisting.
This comes after Holderfin’s purchase from Sumitomo Osaka Cement Co., Ltd. of 594.95 million common shares and representing 9.22 percent of the Holcim Philippines’ issued and outstanding capital stock.
The Sumitomo transaction was done through a block sale within the facilities of the PSE on June 29, 2023 and, after completion, the minimum public float of Holcim Philppines fell to just 5.05 percent.
Post-acquisition, Holderfin’s total shareholdings in Holcim Philippines’ outstanding capital stock has increased from 18.11 percent to 27.33 percent. Based on the Company’s Public Ownership Report as of March 31, 2023, the Company’s public ownership was at 14.27 percent.
“The Company will not be able to raise the required MPO (minimum public ownership) within a reasonable period due to prevailing market conditions,” noted Holcim.
Holderfin has informed Holcim that if it will be unable to issue additional shares to the public sufficient to raise its public float to the required level, Holderfin is prepared to make a tender offer for all outstanding common shares of the Company held by the public.
According to China Bank Capital Managing Director Juan Paolo Colet, Holderfin acquired Sumitomo’s stake in Holcim for P2.33 billion or P3.92 per share which is close to its market price. This will value the planned tender offer at almost P1.28 billion.
“Given this, Holderfin, one of the Company’s major shareholders confirmed that it will commence voluntary tender offer proceedings for purposes of delisting the Company’s shares from the Main Board of the PSE.”
Under the PSE’s Amended Voluntary Delisting Rules, the voluntary delisting must be approved by at least two-thirds of the entire membership of the board of directors, including the majority, but not less than two, of all of its independent directors.
It must also be approved by stockholders owning at least two-thirds of the total outstanding and listed shares of the listed company and with the number of votes cast against the delisting proposal not more than 10 percent of the total outstanding and listed shares of the listed company.
“The Company is diligently working to pursue the specific requirements set forth by the PSE for a voluntary delisting. Additionally, we are committed in ensuring compliance with all the necessary disclosures that must accompany such a pursuit,” Holcim said.
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The article was originally published in Manila Bulletin and written by James A. Loyola
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