The Consunji family’s privately-held holding company Dacon Corporation is infusing P10 billion into DMCI Holdings Inc. via a private placement of convertible Class B preferred shares to fund the acquisition of the majority stake in Cemex Holdings Philippines Inc. (CHP).
In a disclosure to the Philippine Stock Exchange, DMCI said it will issue 10 million Class B preferred shares to Dacon at the issue price of P1,000 per share payable in one lump sum or in installments.
It noted that, full payment must be made not later than the closing date for the purchase of shares in Cemex Asian South East Corporation which owns the Cemex Philippines shares.
Prior to this, DMCI’s board of directors have approved, subject to stockholders’ approval, the amendment of the firm’s Articles of Incorporation to reclassify 10 million Preferred Shares into Class B Preferred Shares.
These shares will have a par value of P1.00 per share and a dividend rate fixed at four percet of the issue value per year, to be paid out on a quarterly basis (or one percent of issue value per quarter.
The term is perpetual unless redeemed at the sole option of DMCI Holdings at issue price. The option to redeem may be exercised in one or more installments beginning on the fifth anniversary of the issuance of Class B Preferred Shares, and every quarter after the fifth anniversary.
The Class B Preferred shareholder shall be given the option to convert the shares into common shares at the conversion price which shall be set at a 30 percent premium over the volume weighted average price of the common share over the 30 trading days immediately preceding the conversion date.
All these are subject to the approval of the Securities and Exchange Commission as well as by the shareholders of DMCI dueing a special stockholders’ meeting on October 15, 2024. The Record Date for the SSM is set on September 6, 2024.
The Philippine Competition Commission has just cleared the Consunji Group’s planned acquisition of a controlling stake in CHP through DMCI Holdings, Dacon Corporation, and Semirara Mining and Power Corporation.
The certification states that the PCC has cleared the joint acquisition by the Purchasers of 100 percent shares of stock in Cemex Asian South East Corporation (CASEC) from Cemex Asia B.V.
CASEC owns 89.86 percent equity interest in publicly-listed CHP which primarily sells gray ordinary Portland cement, masonry or mortar cement, and blended cement.
“The clearance of the PCC is one of the conditions precedents to, and a regulatory requirement necessary before, consummating the joint acquisition.
“Completion of the transaction is subject to the satisfaction of various other conditions, including, but not limited to, completion for the sale and purchase of shares in each of APO Land & Quarry Corporation and Island Quarry and Aggregates Corporation, and the execution of the mandatory tender offer requirement by the Purchasers to the minority shareholders of CHP,” said DMCI.
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The article was originally published in Manila Bulletin and written by James A. Loyola.
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