San Miguel Global Power Holdings Corp., the power arm of San Miguel Corp., has decided to terminate its planned exchange offer and the issuance of up to $300 million in senior perpetual capital securities due to prevailing market conditions.
SMGP disclosed to the Philippine Dealing and Exchange Corp. that it made the announcement with the Singapore Exchange Securities Trading Ltd., dated Dec. 1, 2025.
The company approved last week an offer and issuance of up to $300 million in senior perpetual capital securities.
It also approved an offer to exchange any and all of their existing securities, issued in January 2020 and listed on the SGX-ST, for an equal principal amount of new U.S. dollar-denominated securities.
The board also approved the listing of the exchanged new securities and any additional new securities on the SGX-ST.
“Accordingly, as stated in the aforementioned announcement, any existing securities offered for exchange pursuant to the exchange offer, and tendered for purchase pursuant to the tender offer on or before the expiration deadline, will not be accepted by the corporation, will be unblocked in the relevant account in the relevant clearing system and returned to the relevant securityholder, as soon as practicable,” the company said.
SMGP said it remains committed to redeeming the existing securities on the step-up date of such existing securities and expects to make the relevant announcements in due course.
SMGP previously announced it appointed Australia and New Zealand Banking Group Limited, Deutsche Bank AG, Singapore Branch, The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, and Standard Chartered Bank as the dealer managers, and Sodali & Co. Limited as the exchange and tender agent for the exchange offers.
For the issuance and listing of the new securities on the SGX-ST, the company appointed Standard Chartered Bank as sole global coordinator, and Australia and New Zealand Banking Group Limited, Deutsche Bank AG, Singapore Branch, The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, and Standard Chartered Bank as joint lead managers.
DB Trustees (Hong Kong) Limited was appointed as trustee, and Deutsche Bank Aktiengesellschaft, Hong Kong Branch, was appointed as paying agent, calculation agent, transfer agent and registrar. Latham & Watkins was appointed as the listing agent.
The corporation planned to use the net proceeds from the new securities primarily to cover the costs and expenses related to the exchange offer and tender offer, purchase or redemption of all remaining outstanding existing securities, and costs related to the issuance of the additional new securities.
“To the extent there are additional proceeds after the application described above, the corporation may, at its discretion, apply such proceeds toward pre-development costs of solar and hydropower energy projects and capital expenditures related to battery energy storage system (BESS) projects,” the company said.
SMGP added that net proceeds will not be applied toward any of the corporation’s existing or planned coal-fired power assets or liquefied natural gas assets, including their construction or working capital requirements.
