Listed Synergy Grid & Development Philippines Inc. is offering P28.86 billion worth of shares to raise its public float to 20 percent and comply with the minimum public ownership requirement.
Synergy said in a preliminary prospectus it would sell to the public 1,053,500,000 common shares with an over-allotment option for another 101,000,000 common shares at price range of P15 to P25 apiece.
The public ownership of Synergy is at 0.26 percent, below the minimum 10 percent required the Philippine Stock Exchange on listed companies.
The company tapped Standard Chartered Bank, Philippine Commercial Capital Inc. and BDO Capital as joint financial advisors. BofA Securities J.P. Morgan and UBS are joint global coordinators and joint bookrunners while BDO Capital is the sole domestic coordinator of the offer.
Synergy is a holding company whose sole operating asset is National Grid Corporation of the Philippines, operator of the country’s transmission network.
Synergy exercises control over 60 percent of the outstanding capital stock of NGCP through subsidiaries OneTaipan Holdings Inc. and Pacifica21 Holdings Inc. OneTaipan indirectly holds an equity interest of 30 percent plus one share in NGCP through wholly-owned company Monte Oro Grid Resources Corp. ,while Pacifica21 indirectly owns 30 percent minus one share in NGCP throughwholly-owned company Calaca High Power Corp.
The effective equity interest of Synergy in NGCP, through OneTaipan and Pacifica21, is 40.2 percent.
Synergy’s board approved an amendment to its articles of incorporation on June 30 to increase its authorized capital stock from P5.050 billion divided into 5,050,000,000 common shares to P5.3 billion divided into 5,300,000,000 common shares.
The stockholders of Synergy approved on Aug. 10 the capital increase, and the amendments are pending for the approval by the Securities and Exchange Commission.
The total issued and outstanding capital stock of Synergy is 4,149,866,000 common shares. Upon approval by the SEC, the total issued and outstanding capital stock of the company will be 5,265,866,000.
“The issuer [Synergy] intends to use the net proceeds from the sale of the firm shares primarily to subscribe to non-voting preferred shares to be issued by NGCP, subject to applicable laws and regulations,” Synergy said.
It said the proceeds from the issuance will be utilized by NGCP to finance capital expenditure requirements and related cost and expenses, subject to compliance with the requirements of NGCP’s concession agreement with the government and applicable laws, including its franchise.
NGCP committed to invest P440 billion in capital expenditures across 211 projects for the 13-year period between 2021 and 2033.
