BDO Leasing and Finance Inc. of the Sy Group will ask the Securities and Exchange Commission to lift the suspension of its registration statement as a listed company that barred it from selling securities to the public.
BDOLF said in a disclosure to the stock exchanges there was “no sufficient basis” for the SEC to suspend the registration statement, citing that the company and its majority shareholder BDO Unibank Inc. had made timely and updated disclosures about its planned sale of the majority stake in BDOLF to new investors.
“BDOLF believes that there are no sufficient grounds for the suspension of its registration statement. Both BDOLF and BDO Unibank, Inc. have consistently been upfront and have made full, timely and fair disclosures regarding this transaction and all the steps leading to it,” the company said.
“In particular, minority shareholders are vested with appraisal rights and the mandatory tender offer will allow them to sell their shares at a premium,” it added.
The SEC’s Market and Securities Regulations Department last week issued an order of suspension against BDOLF following a share purchase agreement that enabled BDO to sell its controlling stake in BDOLF to third parties and the subsequent amendment of BDOLF’s primary business to a holding company.
The MSRD noted a change in the primary business from leasing to holding company as a result of the transaction.
MSRD said the Securities Regulation Code required the filing of an amended registration statement if a company underwent a major change in the primary business.
“MSRD finds that the suspension order of the registration statement is consistent with the public interest and protection of investors as the registration statement is materially incomplete and inaccurate and, if left unchecked would tend to work a fraud on investors,” it said.
BDOLF said it would continue to update the Philippine Stock Exchange and the market on the development of its discussions with the SEC.
BDOLF on January 24 reported that BDO Group agreed to sell 1.914 billion shares, representing 88.54 percent of BDOLF, to a group of new investors led by 8990 Holdings director Luis Yu Jr. and Apollo Global Capital Inc. president Vittorio Lim, who will each acquire 33 percent.
The buyers bared their intention to make a tender offer to other shareholders.