PSE suspends trading of SPNEC shares

After public float fell below 20%

PSE suspends trading of SPNEC shares


The Philippine Stock Exchange has suspended the trading of the shares of SP New Energy Corporation (SPNEC) after its public float fell below the 20 percent requirement under the bourse’s Minimum Public Ownership Rule.

In a notice issued on June 2, 2023, the PSE said that, “Pursuant to the Guidelines on Minimum Public Ownership Requirement for Initial and Backdoor Listings dated August 3, 2020, SPNEC is required to have at least 20 percent public float.”

However, as a result of its recent stock issuance under a share-for-asset swap with parent company Solar Philippines Power Project Holdings, Inc. (SPPHI), the Company’s public ownership level fell below the 20 percent prescribed minimum percentage.

The Securities and Exchange Commission has recently approved the increase in SPNEC’s authorized capital stock from P1 billion to P5 billion.

On February 24, 2022, the Company’s Board of Directors approved the acquisition of 100 percebt of the outstanding shares of SPPHI in various entities (Solar Philippines Assets), through an asset-for-share swap.

Under the swap, SPPHI subscribed to 24.37 billion SPNEC shares at P2.50 per share in exchange for the Solar Philippines Assets. The SPNEC shares will be sourced from the increase in SPNEC’s authorized capital stock.

Later, SPNEC and SPPHI changed tack and executed a Contract to Sell to acquire 100 percent of the Solar Philippines Asset to be paid in cash from the proceeds of SPPPHI’s subscription to SPNEC shares to be sourced from the increase in SPNEC’s capital stock, in lieu of a tax-free share swap.

The PSE noted that, “Under the Amended Rule on Minimum Public Ownership of the Exchange, listed companies which become non-compliant with the prescribed minimum public ownership “shall be suspended from trading for a period of not more than six months and shall be automatically delisted if it remains non-compliant with the MPO after the lapse of the suspension period.”

Thus, under the Amended MPO Rule and the relevant guidelines, the trading of SPNEC shares were suspended effective June 2, 2023.

“Further, should the Company remain non-compliant with the minimum public ownership requirement after the lapse of the six-month period from June 2, 2023, SPNEC shall be automatically delisted from the Official Registry of the Exchange,” said the PSE.