Grid operator National Grid Corporation of the Philippines can conduct its initial public offering or substitute it with the listing of any company in the stock market which owns at least 30 percent of its outstanding capital stock, the Energy Regulatory Commission said in an order.
“After careful evaluation of the foregoing allegations of NGCP vis-à-vis the pertinent provisions of R.A. No. 9511, the Commission hereby clarifies that NGCP can undertake public listing or in substitution, submit proof of the listing of any company in the PSE which owns or controls at least 30 percent of its outstanding capital stock… ,” the ERC said in an order promulgated on Aug. 20.
The ERC issued the clarification after NGCP on July 2 sought a clarification of an order. NGCP asked if it could be allowed to list “any company which directly or indirectly owns or controls at least 30 percent of the outstanding shares of stock of NGCP, which can be achieved through the share swap transaction and follow-on offering of 20 percent of Synergy Grid & Development Phils. Inc.’s shares, as an alternative mode of compliance under Section 8 of NGCP’s legislative franchise.”
NGCP informed the commission of the status of the share swap transactions between Synergy Grid and OneTaipan Holdings Inc. and Pacifica21 Holdings Inc.
NGCP said once all necessary approvals from the different government agencies were obtained, this could be considered as substantial compliance to its public offering requirement.
NGCP said it is partly-owned by Monte Oro Grid Resources Corp. and Calaca High Power Corp., with each company owning 30 percent plus one share in the issued shares of NGCP.
OneTaipan and Pacifica21 own 100 percent of MOGRC and CHPC. One Taipan is 67-percent owned by Henry Sy Jr. while Pacifica21 is 65-percent owned by Robert Coyuito Jr.
The shares of stocks of Sy and Coyuito in the two companies will be swapped with shares from Synergy that will result in MOGRC and CHPC becoming indirect subsidiaries of SGP and the latter gaining indirect control of NGCP.
Synergy Grid will now own shares in OneTaipan and Pacifica21 which are shareholders in MOGRC and CHPC, which, in turn, collectively own more than 60 percent of NGCP shares, thereby creating some form of indirect control of Synergy Grid in NGCP.
NGCP informed the ERC that the share swap transactions were completed and that on June 30, Synergy Grid’s board approved the increase of its authorized capital stock and for the conduct of a follow-on offering of up P1.087 billion common shares subject to the registration requirements of the Securities and Exchange Commission and listing requirements of the Philippine Stock Exchange.
NGCP said that following the completion of the share swap and after getting the regulatory and stockholder approvals, Synergy Grid will only have to make a public offering of its shares, through a follow-on offering of up to 20 percent of its shares, to meet the minimum public ownership requirement under the SEC and RSE rules for Synergy Grid to remain a listed company.
