The Securities and Exchange Commission (SEC) asked cement producer Holcim Philippines Inc. (HPI) to hold a second round of tender offer to acquire the shares held by minority investors.
HPI said in a disclosure to the stock exchange Tuesday it received the SEC order directing the company to conduct another tender for a period of 30 days.
The SEC said the second tender offer should be conducted within 20 days from the receipt of the order or by Sept. 28, 2023.
It said the tender offer should be based on the same terms and conditions as those of the first and should be without prejudice to the consummation and payment for the shares tendered in the first tranche.
The first round of tender offer was held from July 10 to Aug. 30, 2023.
HPI said majority shareholder Holderfin B.V. expressed willingness to adhere to the SEC order to facilitate the planned delisting.
Analysts noted the weak investor participation in HPI’s tender offer because of the tedious process of transferring the shares.
The Philippine Stock Exchange on June 29 suspended the trading of HPI’s shares, after Holderfin B.V. purchased 594.95 million common shares or 9.22 percent of the company’s outstanding capital stock from Sumitomo Osaka Cement Co. Ltd.
This caused HPI’s public float to drop to 5.05 percent, below the 20-percent minimum requirement of the PSE.
Bureau of Internal Revenue (BIR) regulation requires every sale, barter, exchange or other disposition of shares of stock of a publicly-listed company that is non-compliant with the minimum public ownership to be subject capital gains tax (CGT) and documentary stamp tax (DST) and not the standard stock transaction tax.
Aside from the applicable tax rate, shareholders will also have to facilitate all the documentary requirements, including the relevant tax clearance from the BIR, needed to transfer shares sold outside the exchange.
Holderfin plans to acquire 325.58 million common shares in HPI owned by minority shareholders at P5.33 apiece.