Holcim Philippines Inc., one of the country’s top cement manufacturers, reported that its Board of Directors has approved the voluntary delisting of the firm’s common shares listed in the Main Board of The Philippine Stock Exchange, Inc.
In a disclosure to the Philippine Stock Exchange, Holcim Philippines said the planned voluntary delisting will be endorsed for shareholder approval during a Special Stockholders' Meeting called for that purpose.
The Special Stockholders' Meeting has been set on Aug. 30, 2023 via remote communication and Holcim’s Corporate Secretary has been given the authority and responsibility to finalize the agenda, time, and other details of the Special Stockholders' Meeting.
Under the PSE’s Amended Voluntary Delisting Rules, the voluntary delisting must be approved by at least two-thirds of the entire membership of the board of directors, including the majority, but not less than two, of all of its independent directors.
It must also be approved by stockholders owning at least two-thirds of the total outstanding and listed shares of the listed company and with the number of votes cast against the delisting proposal not more than 10 percent of the total outstanding and listed shares of the listed company.
Holcim’s stock has been suspended from trading at the PSE after its public float fell below the minimum requirement for lists firms. Holderfin B.V. is now planning to mop up all minority shares via a tender offer prior to its delisting.
Abacus Securities Corporation said that, based on the PSE’s revised delisting rules, the minimum tender offer price will be the volume weighted average price (VWAP) in the year preceding.
“Using Bloomberg data, what we are getting is about P4.20 per share. Given that the tangible book value is P4.32 and recent financial performance, this is likely to be seen as fair,” the brokerage said.
This comes after the majority stockholder of Holcim Philippines, Holderfin B.V., informed the company of its intent to conduct a tender offer to all stockholders of record of the Company for purposes of delisting.
Holderfin said it had purchased from Sumitomo Osaka Cement Co., Ltd. of 594.95 million common shares and representing 9.22 percent of the Holcim Philippines’ issued and outstanding capital stock.
The Sumitomo transaction was done through a block sale within the facilities of the PSE on June 29, 2023 and, after completion, the minimum public float of Holcim Philppines fell to just 5.05 percent.
Post-acquisition, Holderfin’s total shareholdings in Holcim Philippines’ outstanding capital stock has increased from 18.11 percent to 27.33 percent. Based on the Company’s Public Ownership Report as of March 31, 2023, the Company’s public ownership was at 14.27 percent.
“The Company will not be able to raise the required MPO (minimum public ownership) within a reasonable period due to prevailing market conditions,” noted Holcim.
Holderfin has informed Holcim that if it will be unable to issue additional shares to the public sufficient to raise its public float to the required level, Holderfin is prepared to make a tender offer for all outstanding common shares of the Company held by the public.
Holderfin acquired Sumitomo’s stake in Holcim for P2.33 billion or P3.92 per share which is close to its market price. This will value the planned tender offer at almost P1.28 billion.
“Given this, Holderfin, one of the Company’s major shareholders confirmed that it will commence voluntary tender offer proceedings for purposes of delisting the Company’s shares from the Main Board of the PSE,” said Holcim.