The Philippine Stock Exchange denied the request of Holcim Philippines Inc. to lift its trading suspension, making the cement firm’s planned tender offer costlier and more cumbersome to minority shareholders.
Holcim said in a disclosure to the stock exchange late Friday it received the PSE’s letter denying its request to lift the trading suspension pursuant to Bureau of Internal Revenue Regulations No. 16-2012.
BIR RR 16-2012 provides that the tax treatment of sales or other disposition of shares of stocks of a publicly-listed company that is non-compliant with the minimum public ownership requirement should be subject to capital gains tax and documentary stamp tax.
The same policy could affect SP New Energy Corp., which is also hoping to get its trading suspension lifted to allow it to conduct private placement and increase its public float back to the required 10 percent.
The transfer of shares will only be recorded in the books of the corporation once the certificate authorizing registration and/or tax clearance certificate is secured.
The PSE said in a statement these problems and concerns could have been avoided if Holcim and Holderfin had taken into consideration the interest of public shareholders before implementing the share transaction between Holderfin and Sumitomo Osaka Cement Co., Ltd.
“As such, the purchase by the Holderfin B.V., acting as the bidder in the tender offer and the transfer of the tender offer shares from the tendering shareholders of the company to the bidder will have to be effected outside the facilities of the PSE,” Holcim said.
This means that the minority shareholders that will participate in the tender offer should shoulder the cost and expenses for the sale of the tendered shares. The minority shareholders will also be responsible for the filing of the CGT Return and DST Return and securing the CAR.
The PSE said several companies that voluntary delisted from the exchange had made sure that they would not breach the minimum public ownership requirement before implementing any transaction.
Holcim is undergoing voluntary PSE delisting as its public ownership dropped below the required 10 percent after Holderfin B.V. bought the shares held by Sumitomo Osaka Cement Co. Ltd.
The transaction resulted in Holcim’s minimum public float to decline to 5.05 percent from 14.27 percent, which resulted in the trading suspension of its shares.
The tender offer commenced on July 10 and will end on Aug. 30, 2023.
Holderfin plans to acquire 325.58 million common shares in Holcim from minority shareholders at P5.33 apiece.
